As filed with the
U.S. Securities and Exchange Commission on November 24, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LatAmGrowth SPAC
(Exact name of registrant as specified in its charter)
|
Cayman Islands
|
6770
|
98-1605340
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
|
|
590 Madison Avenue
34th Floor
New York, NY 10022
Telephone: +1 212-547-2600
|
|
|
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
|
|
|
Gerard Cremoux
Chief Executive Officer
c/o LatAmGrowth SPAC
590 Madison Avenue
34th Floor
New York, NY 10022
Telephone: +1 212-547-2600
|
|
|
(Name, address, including zip code, and telephone number, including area code, of agent for service)
|
|
|
Copies to:
|
|
|
William B. Nelson
Emily Leitch
Shearman & Sterling LLP
Bank of America Tower
800 Capitol Street, Suite 2200
Houston, TX 77002
Tel: (713) 354-4900
|
|
Maurice Blanco
Pedro Bermeo
Katia Brener
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Tel: (212) 450-4000
|
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.
|
Large accelerated filer ¨
|
Accelerated filer ¨
|
|
Non-accelerated filer x
|
Smaller reporting company x
|
|
|
Emerging growth company x
|
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 to Section 7(a)(2)(B) of the Securities Act. ¨
|
CALCULATION
OF REGISTRATION FEE
|
Title
Of Each Class
Of Securities To Be Registered
|
Amount
To Be Registered
|
|
Proposed
Maximum Offering
Price Per Security(1)
|
|
|
Proposed
Maximum Aggregate Offering Price(1)
|
|
|
Amount
Of
Registration Fee(5)
|
|
|
Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2)
|
14,950,000
Units
|
|
$
|
10.00
|
|
|
$
|
149,500,000
|
|
|
$
|
13,858.65
|
|
|
Class A
ordinary shares included as part of the units(3)(4)
|
14,950,000
Shares
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
(5)
|
|
Redeemable
warrants included as part of the units(3)(4)
|
7,475,000
Warrants
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
(5)
|
|
Class A
ordinary shares underlying redeemable warrants(3)(4)
|
7,475,000
Shares
|
|
$
|
11.50
|
|
|
$
|
85,962,500
|
|
|
$
|
7,968.72
|
|
|
Total
|
|
|
|
|
|
|
$
|
235,462,500
|
|
|
$
|
21,827.37
|
|
|
|
(1)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of
1933, as amended.
|
|
|
(2)
|
Includes 1,950,000 units, consisting of 1,950,000 Class A ordinary shares and 975,000 redeemable warrants, which may be issued
upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
|
|
|
(3)
|
Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent
dilution resulting from share sub-divisions, share dividends or similar transactions.
|
|
|
(4)
|
Maximum number of Class A ordinary shares or 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.
|
|
|
(5)
|
No fee pursuant to Rule 457(g).
|
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not
complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities and 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
, 2021
PRELIMINARY PROSPECTUS
LatAmGrowth SPAC
$130,000,000
13,000,000 Units
LatAmGrowth SPAC is a newly incorporated blank
check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our
initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf,
engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business
combination with us. While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend
to focus our search for an initial business combination on businesses in Latin America or Hispanic-owned businesses in the United States.
This is an initial public offering of our securities.
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each
whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment
as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only
whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will
expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described
herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,950,000 units to cover
over-allotments, if any.
We will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below calculated
as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in
the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary
shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations
and on the conditions described herein. If we have not completed our initial business combination within 18 months from the closing of
this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus), we will
redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution
expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described
herein.
Our sponsor, LatAmGrowth Sponsor LLC, has
committed to purchase an aggregate of 7,900,000 warrants (or 8,680,000 warrants if the underwriters’ over-allotment option is exercised
in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $7,900,000
in the aggregate (or $8,680,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will
close simultaneously with the closing of this offering. An affiliate of our sponsor (the “Sponsor Affiliate”) will enter
into a forward purchase agreement with us in connection with this offering that provides for the purchase by the Sponsor Affiliate of
an aggregate of up to 4,000,000 units, each consisting of one Class A ordinary share and one-half of a warrant, for an aggregate purchase
price of up to $40,000,000, in a private placement that will close simultaneously with the closing of our initial business combination.
To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, the Sponsor
Affiliate may purchase less than 4,000,000 forward purchase units. In addition, the Sponsor Affiliate’s commitment under the forward
purchase agreement will be subject to approval of its investment committee as well as customary closing conditions under the forward
purchase agreement. The forward purchase warrants will have the same terms as the private placement warrants, and the forward purchase
shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that the forward purchase
shares are subject to transfer restrictions and certain registration rights, as described herein.
Prior to the consummation of this offering,
our initial shareholders, which include our sponsor, will own an aggregate of 3,737,500 Class B ordinary shares, up to 487,500 of
which may be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters’
over-allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently
with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments
described herein. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held
prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders,
holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except
as required by law.
Currently, there
is no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on The Nasdaq Global Market,
or Nasdaq, under the symbol “LATGU”. We expect that our units will be listed on the Nasdaq on or promptly after the date
of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq. We expect the Class A ordinary
shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus (or
the immediately following business day if such 52nd day is not a business day) unless BofA Securities, Inc. and
Banco BTG Pactual S.A. — Cayman
Branch, the representatives of the underwriters, inform us of their decision to allow earlier separate trading, subject to our satisfaction
of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the
Class A ordinary shares and warrants will be listed on the Nasdaq under the symbols “LATG” and “LATGW,”
respectively.
We are an
“emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting
requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 39 for
a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled
to protections normally afforded to investors in Rule 419 blank check offerings.
No offer or invitation to subscribe for securities
may be made to the public in the Cayman Islands.
Neither the U.S. Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
|
|
|
Per Unit
|
|
|
Total
|
|
|
Public offering price
|
|
$
|
10.00
|
|
|
|
130,000,000
|
|
|
Underwriting discounts and commissions(1)
|
|
$
|
0.55
|
|
|
|
7,150,000
|
|
|
Proceeds, before expenses, to us
|
|
$
|
9.45
|
|
|
|
122,850,000
|
|
|
|
(1)
|
$0.20 per unit, or $2,600,000 in the aggregate (or $2,990,000 if the underwriters’ over-allotment option is exercised in full),
is payable upon the closing of this offering. Includes $0.35 per unit, or $4,550,000 in the aggregate (or up to $5,232,500 in the aggregate
if the underwriters’ over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions
to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business
combination. See also “Underwriting” for a description of underwriting compensation payable to the underwriters.
|
Of the proceeds we receive from this offering
and the sale of the private placement warrants described in this prospectus, $132.6 million, or $152.49 million if the underwriters’
over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a trust account located in the United
States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $2,600,000 in underwriting discounts
and commissions payable upon the closing of this offering (or $2,990,000 if the underwriters’ over-allotment option is exercised
in full) and an aggregate of $2,700,000 to pay fees and expenses in connection with the closing of this offering and for working capital
following the closing of this offering.
The underwriters are offering the units for sale
on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about ,
2021.
Book-Running Managers
|
BofA Securities
|
BTG Pactual
|
, 2021
table
of contents
We have not, and the underwriters have not,
authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are
not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this
prospectus.
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:
|
|
·
|
“we,”
“us,” “company” or “our company” are to LatAmGrowth SPAC,
a Cayman Islands exempted company;
|
|
|
·
|
“advisory
directors” are to directors serving on our board of advisors;
|
|
|
·
|
“DigitalBridge” are to DigitalBridge Group, Inc. (NYSE: DBRG), a global, well-known investment firm, and an
affiliate of Colony LatAm Partners;
|
|
|
·
|
“Colony LatAm Partners” are to an affiliate of DigitalBridge focused on investments in Latin America;
|
|
|
·
|
“Companies
Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be
amended from time to time;
|
|
|
·
|
“directors”
are to our current board of directors and director nominees;
|
|
|
·
|
"forward
purchase agreement” are to an agreement providing for the sale of our forward purchase
units to the Sponsor Affiliate and its permitted transferee in a private placement that will
close simultaneously with the closing of our initial business combination;
|
|
|
·
|
"forward
purchase shares” are to our Class A ordinary shares to be issued pursuant to the forward
purchase agreement;
|
|
|
·
|
"forward
purchase warrants” are to warrants to purchase our Class A ordinary shares to be issued
pursuant to the forward purchase agreement;
|
|
|
·
|
"forward
purchase unit” are to one forward purchase share and one-half of one forward purchase
warrant;
|
|
|
·
|
“founder shares” are to Class B ordinary shares
purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon
the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein;
|
|
|
·
|
“initial
shareholders” are to holders of our founder shares prior to this offering;
|
|
|
·
|
“Latin
America” or the “Latin American region” are to Mexico, Central America
and South America;
|
|
|
·
|
“management”
or our “management team” are to our officers and directors;
|
|
|
·
|
“Members of SouthLight
Capital” are to the senior members of SouthLight Capital that serve as our officers and directors;
|
|
|
·
|
“ordinary
shares” are to our Class A ordinary shares and our Class B ordinary shares;
|
|
|
·
|
“private
placement warrants” are to the warrants issued to our sponsor in a private placement
simultaneously with the closing of this offering;
|
|
|
·
|
“public
shares” are to Class A ordinary shares sold as part of the units in this offering
(whether they are purchased in this offering or thereafter in the open market);
|
|
|
·
|
“public
shareholders” are to the holders of our public shares, including our initial shareholders
and management team to the extent our initial shareholders and/or members of our management
team purchase public shares, provided that each initial shareholder’s and member of
our management team’s status as a “public shareholder” will only exist
with respect to such public shares;
|
|
|
·
|
“public
warrants” are to the warrants sold as part of the units in this offering (whether they
are purchased in this offering or thereafter in the open market);
|
|
|
·
|
“sponsor”
are to LatAmGrowth Sponsor LLC, a Delaware limited liability company;
|
|
|
·
|
“SouthLight Capital”
are to the rebranded name of Colony LatAm Partners; and
|
|
|
·
|
“warrants”
are to our public warrants and private placement warrants.
|
Any
conversion of the Class B ordinary shares described in this prospectus will take effect as a redemption of Class B ordinary
shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any forfeiture of shares, and all references
to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of
Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman
Islands law.
Unless
we tell you otherwise, the information in this prospectus assumes that (a) the underwriters will not exercise their over-allotment option
and (b) no securities will be issued pursuant to the forward purchase agreement.
LatAmGrowth
General
LatAmGrowth SPAC is a newly organized blank check
company incorporated in May 2021 as a Cayman Islands exempted company whose primary business purpose is to effect a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer
to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related
to this offering. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, engaged
in any substantive discussions, directly or indirectly, with any potential business combination target.
While we may pursue an acquisition opportunity
in any business, industry, sector or geographical location, we intend to focus our search on high growth companies in Latin America,
including Brazil, as well as businesses located in the United States that cater to the Hispanic community: (1) with significant
technological advantages, and/or (2) that are well positioned to benefit from the favorable structural and secular trends of the
emerging middle class.
We believe that LatAmGrowth SPAC offers an attractive
and compelling proposition compared to other blank-check companies and other sources of capital in Latin America, given:
|
|
·
|
the powerful, proprietary
deal sourcing capabilities afforded to us by a triple combination of our management team including (i) Members of SouthLight
Capital, (ii) Gerard Cremoux, our Chief Executive Officer, Chief Financial Officer and Director, and (iii) our prominent
and highly connected board of directors and advisory directors;
|
|
|
o
|
in the past 24 months, the Members of SouthLight
Capital have analyzed more than 180 investment opportunities;
|
|
|
·
|
the strong management comprised of Members of SouthLight
Capital, a leading private equity investment firm focused on Latin America for over 14 years with a successful investment track record
of 12 regional investments on 24 investments stories and 17 realized exits (including two partial divestments), combined with Gerard
Cremoux’s experience as the former head of Investment Banking for Latin America at UBS, and who has more than 25 years of experience
in Investment Banking and over 100 M&A and equity capital markets transactions experience in Latin America including Brazil;
|
|
|
·
|
our operational and transactional expertise in private and public markets;
|
|
|
·
|
our experience, significant infrastructure in the region and resources to conduct analyses and due diligence of potential targets;
|
|
|
·
|
that we will be one of the only Latin American-dedicated SPACs of less than $150 million in size that will be underwritten by two prominent bulge bracket investment banks. Most other SPACs in which leading investment banks have participated as underwriters have been of sizes in excess of $200 million; and
|
|
|
·
|
that our size allows us to target a broader universe of potential targets and offer a more competitive value proposition than other larger SPACs.
|
Our sponsor was formed by Members of SouthLight
Capital, and Gerard Cremoux, our Chief Executive Officer, Chief Financial Officer and Director and the former Head of Latin America Investment
Banking at UBS. SouthLight Capital is affiliated with DigitalBridge, a global investment firm based in the U.S. focused on digital infrastructure,
real estate and investment management sectors with assets under management of US$49 billion as of September 30, 2021 and more than 30
years of international investment experience. This combination of a top-tier private equity firm that is seasoned in investing in Latin
America and a senior investment banker with broad transactional experience and extensive connections in the region uniquely positions
LatAmGrowth SPAC in its search of a business combination in Latin America, including Brazil, or with businesses located in the United
States that cater to the Hispanic community.
Our Leadership Team
Gerard Cremoux – Chief Executive Officer, Chief Financial
Officer and Director
|
|
·
|
Gerard Cremoux, our Chief
Executive Officer, Chief Financial Officer and Director, is a highly respected investment banker with more than 25 years of experience
in the Investment Banking industry in Latin America. Mr. Cremoux has developed an extensive network of contacts in the region,
including business owners, C-level executives and Board of Directors’ members. Throughout his career, he has sourced and/or
executed more than 100 M&A and equity capital markets transactions valued at over $25 billion. In terms of M&A transactions,
he has executed approximately $20 billion in buy and sell side transactions. Regarding equity capital markets, Mr. Cremoux worked
on the IPO or follow-on offerings of more than 20 issuers in Latin America. From 1994 to 2017, Mr. Cremoux held several executive
positions at UBS, including Head of Latin America Investment Banking, Chairman of Latin America and Head of Financial Institutions
Latin America, Member of the Investment Bank Americas Management Committee, Member of UBS’s Latin America Management Committee,
and Member of UBS’s Latin America Risk Committee. Mr. Cremoux’s experience is truly regional, having led the Latin
America Investment Banking team out of Sao Paulo, Brazil for three years and having completed several transactions in every major
Spanish-speaking country in the region including Mexico, Colombia, Panama, Peru, Argentina and Chile.
|
Eduardo Cortina – Chairman of the Board
|
|
·
|
Eduardo Cortina, the Chairman
of our board of directors, serves as Managing Director at DigitalBridge and Co-Managing Partner of SouthLight Capital. Mr. Cortina
has over 16 years of experience in the finance industry and is responsible for sourcing, executing, and monitoring the group’s
investments throughout Latin America, including co-managing the group’s investments in Mexico. He currently sits on the Board
of Acritus, Mexarrend and formerly Emerging Energy in Mexico, on the Board of Saint Honoré and Selina. Since the launch of
CLAF l, Mr. Cortina has led multiple investments in CLAP funds and led fundraising efforts for Mexico, which included a CKD vehicle.
Prior to joining the SouthLight Capital business, Mr. Cortina worked for Banco Santander Mexico in portfolio management and equity
investments and in Actinver, a medium-sized Investment Bank in Mexico. Before transitioning into finance, he worked for a water treatment
plant construction company. Mr. Cortina is the Chairman of the Mexican Private Equity Association (AMEXCAP) and Secretary Advisor
for Construyendo, a non-profit organization that builds housing for the lowest income layers. Mr. Cortina holds an MBA degree from
Kellogg School of Management and an Industrial Engineering degree from Universidad Iberoamericana and is a CFA® charter holder.
|
Gerardo Mendoza – Chief Investment Officer
|
|
·
|
Gerardo Mendoza, our Chief
Investment Officer, serves as Managing Director at DigitalBridge and Co-Managing Partner at SouthLight Capital. Mr. Mendoza
has over 15 years of private equity and investment banking experience. He is responsible for sourcing, executing, and monitoring
the group’s investments across Latin America, including co-managing the group’s investments in Colombia, Peru, and Chile.
Mr. Mendoza currently sits on the Board of QBCo in Colombia, on the Board of Casaideas in Chile and on the Board of Urbano Express
and Acurio Restaurantes in Peru. He also sits on the Board as an Independent Director for the largest residential developer in Mexico
City and the leading niche redevelopment firm in Mexico City, among other advisory roles. Prior to joining the SouthLight Capital
business, Mr. Mendoza worked as the Head of New Product Development at Prudential Real Estate Investors Latin America (“PREI,”
now PGIM) from 2007 to 2011, where he was responsible for the development, structuring and marketing of two real estate funds in
Mexico. Mr. Mendoza also served as an Associate Director at PREI´s Transactions Group, where he was in charge of sourcing,
analyzing, negotiating, and closing private equity real estate transactions in Mexico. He has been an active mentor at Endeavor since
2009 and is the former President of Net Impact’s Mexican chapter.
|
|
|
|
|
Hector Martinez – Managing Director
|
|
·
|
Hector Martinez, one of
our managing directors, serves as Managing Director at DigitalBridge and Co-Managing Partner at SouthLight Capital. Mr. Martínez
has managed activities in Peru since 2008, which was expanded to include Chile in 2015 and Colombia in 2017. Mr. Martínez
has over 25 years of investment banking, project finance and private equity experience in Latin America. He is responsible for sourcing,
executing, and monitoring the group’s investments across Latin America, including co-managing the group’s investments
in Chile and Peru. He currently sits on the Board of Urbano Express and Acurio Restaurantes in Peru, on the Board of Casaideas in
Chile and on the Board of QBCo in Colombia. Prior to joining the SouthLight Capital business, Mr. Martínez was a Director
of Project Finance at Latin Pacific Capital for two years, where he led several advisory projects in the mining, infrastructure,
and agribusiness sectors. From 2000 to 2003, Mr. Martinez served as Vice President at Santander Investment, where he was responsible
for cross-border M&A and project finance, and at Interinvest (Interbank Group) from 1998 to 2000, where he worked on several
mergers and acquisitions in the small and mid-cap sector. He also worked at HSBC Securities in New York for 2 years, where he was
responsible for the origination and execution of equity underwriting mandates for Latin American corporations on the NYSE.
|
Miguel Angel Olea – Managing Director
|
|
·
|
Miguel Olea, one of our
managing directors, serves as Managing Director at DigitalBridge and Co-Managing Partner at SouthLight Capital. Mr. Olea was
Chairman of the Board in Emerging Energy in Mexico, and he currently serves in the Board of Directors of Mexarrend and Acritus in
Mexico and is also on the Board of Directors of Casaideas in Chile. Prior to joining the SouthLight Capital business, Mr. Olea
began his career in the Mexican public sector. Mr. Olea’s experience includes positions such as Director of International
Finance at Mexicoʼs Ministry of Finance, Minister Counselor responsible for the Economic Section of the Mexican Embassy
to the United States (1982) and Chief of Staff for the Minister of Foreign Affairs, where he was appointed Ambassador by President
Miguel de la Madrid. For the past 33 years, Mr. Olea has been working in private equity, founding OPCAP in 1989, one of the
pioneer PE funds in Mexico, and then moving on to Aureos in 2006, and later SouthLight Capital as Partner and Manager in 2019.
|
Members
of SouthLight Capital
With a regional focus on Latin America as
a whole, the Members of SouthLight Capital combine local teams that provide hands-on-the-ground industry and market knowledge as well
as business relations. The Members of SouthLight Capital have developed a comprehensive and thorough approach to executing transactions
and investing in Latin America. A key enabler of this rigorous process, which has evolved along with the markets, is that local presence
is crucial to the investment approach. Therefore, the Members of SouthLight Capital have developed an established local presence through
on-site highly experienced and dedicated Latin American investment team of 12 professionals including a dedicated environmental, social
and governance (“ESG”) officer in Mexico, Peru, Colombia and Costa Rica. We believe this local presence combined with the
local transactional experience of Gerard Cremoux, our Chief Executive Officer, Chief Financial Officer and Director, and our board of
directors and advisory directors will allow us successfully to target companies in the Latin American region, including Brazil. SouthLight
Capital’s investment process has also been tailored to the reality of the region, taking into account a number of unique attributes
that are important to consider in Latin America. These attributes include:
|
|
·
|
the rapid development
of new technologies that are disrupting entire industries on the back of the accelerated
digital penetration in the regions, especially post-COVID-19 pandemic;
|
|
|
·
|
Latin America’s
increased integration, lowering of trade barriers and expanded relations creating opportunities
for true regional expansion;
|
|
|
·
|
a growing middle class
combined with a stable outlook on GDP growth per capita, driving regional consumption;
|
|
|
·
|
the strong urbanization
movements increasing Tier-2 cities across the region; and
|
|
|
·
|
a large number of
family businesses seeking capital and partnership to accelerate institutionalization and
expansion.
|
Investment Track Record
Gerard Cremoux has completed over 100 M&A
and equity capital markets transactions for more than an aggregate of $25 billion in the Latin American region, demonstrating his solid
execution capabilities. Mr. Cremoux also has extensive experience in taking Latin American companies public through IPOs listed
locally and in the United States.
SouthLight Capital
has completed 24 investments in 7 countries in Latin America and 12 industry sectors, with 65% of the investments sourced from proprietary
relationships. SouthLight Capital’s investment success over 14 years is demonstrated, among other factors, by 17 successful exits
(including two partial divestments) and returns generated by their 2007 and 2015 Latin American-focused funds, averaging 1.8 years for
full deployment. These funds have generated proprietary investment opportunities in companies with an average enterprise value at entry
of $530 million. We believe Members of SouthLight Capital investment’s approach has been validated by a 22% internal rate of return
(“IRR”) and a 2.2x multiple on invested capital (“MOIC”) on realized investments. Examples of investments led
by the Members of SouthLight include:
Laureate
Education Inc. - In 2016, the Members of SouthLight Capital invested in Laureate, the largest Latin American platform of higher
education institutes, with 87 institutes and over 200 campuses operating across 28 countries, and over 1 million students enrolled as
of 2015. Since the investment, Laureate focused on the sale of non-core assets, pivoting the focus of the business to large Latin American
countries, and optimizing the operation through G&A streamlining and tech-enabled efficiency solutions. During 2017, Laureate was
successful in its initial public offering and listing on NASDAQ (LAUR). In 2019, the Members of SouthLight Capital sold the remaining
position in Laureate resulting in a +200% IRR.
D1
- In 2010, the Members of SouthLight Capital invested in D1, a chain of discount retail stores that mainly offer food and
basic consumer goods in Colombia. D1 is attractive to the Colombian consumer base given its accessible prices achieved through D1’s
private label strategy and strong operational/logistic efficiencies. Since the investment, D1 managed to grow at an accelerated pace
from 2010 to 2015 with the number of stores growing from approximately 30 to over 475 and revenue growth of $6.4 million to $420 million
from 2010 to 2015. In 2016, the Members of SouthLight Capital successfully exited the business achieving a 9.5x MOIC.
Selina
- In 2018, the Members of SouthLight Capital invested in Selina, a hospitality business catering to the needs of the millennial
traveler and “digital nomads” by providing accommodations, co-working space, food and beverage, wellness spaces, and tourism
products. Since the investment, Selina has achieved high market acceptance and a quick international footprint expansion. From 2018 to
March 31, 2021, Selina has been able to expand from six countries to 19 countries across Latin America, Europe, the United States
and Israel and expanded its location portfolio from 15 locations to 116. From 2017 to 2019, Selina’s revenue grew at a compound
annual growth rate (“CAGR”) of 100%.
RedIT
- In 2009, the Members of SouthLight Capital invested in RedIT, a metropolitan connectivity and outsourced IT services provider,
servicing mid-sized companies and the public sector through a wide range of solutions including IT management, connectivity, security,
professional collocation and cloud services. Since the investment, RedIT successfully expanded from 2008 to 2013 through an enhanced
governance framework, the fruitful acquisition of a security company and entry into the United States, with revenues growing from $38.4
million to $82.4 million (16.5% CAGR) and EBITDA growing from $17.6 million to $29.4 million (10.8% CAGR). In 2016, the Members of SouthLight
Capital successfully exited the business achieving a 2.8x MOIC.
Deal Sourcing
As a result of a local presence in the region
and the long-term experience in Latin America of our management team, board of directors and advisory directors, we have developed a
strong knowledge of the business environment in each market within the region and have accumulated an extensive network of contacts,
which serve as a distinct source of potential investment opportunities. This combination is tailored to position us to identify the most
attractive target and create value post business combination.
The Members of SouthLight Capital’s
investment team bring an average of +20 years of industry experience with on-the-ground market knowledge and longstanding business relations
in the broader Latin American region. They have built a network of relationships in each market across Latin America resulting in consistent
communication with business owners, key shareholders and investors providing advice/guidance, growth capital, investment and exit opportunities.
During the past 24 months, the Members of SouthLight Capital have analyzed more than 180 investment opportunities.
As a result of his long-standing experience and
track record in the region, Gerard Cremoux has developed an extensive network of relationships throughout his career, ranging from owners
of private and public companies, private equity funds, large international corporations that operate in the region, investment bankers,
attorneys to accountants. We believe this network will contribute to generating a substantial number of acquisition opportunities.
Our board of directors and advisory directors
is comprised of prominent and successful Latin American tech entrepreneurs, investment bankers, lawyers, serial entrepreneurs, and private
company investors that have developed very large networks of relationships in the region and globally. Collectively, our board of directors
and advisory directors serve on a significant number of company boards and through their broad networks, they will enhance our access
to potential transactions throughout the Latin American region. Our Board and Advisors Committee is truly regional with members from
different countries, including the United States, Mexico, Colombia, Peru, Chile and Brazil.
We believe that our ability to develop exclusive
opportunities allows us to establish a better alignment of interest with our sponsor, acquire influential positions at reasonable valuations
and play a more active ownership role in businesses that often seek the management team’s expertise because of their successful
track record of providing value beyond capital alone.
Our Process and Acquisition Criteria
We intend to follow a disciplined investment
program developed by the Members of SouthLight Capital based on a targeted approach to investment selection and the application of a
robust diligence process with respect to each target. The investment process is grounded in global best practices, adapted to local realities.
Screening - Our management team intends
to make an initial assessment on each target opportunity and intends to collaborate with advisory directors with particular sector experience
to gain sector insight and functional expertise. We intend to analyze the underlying business, sector, management team quality, investment
thesis, including an assessment on ESG, financial projections, valuation, and investment structure. Based on the initial assessment,
our management team will identify the key strategic objectives and enablers, critical success factors, proposed drivers of value creation
and commercial hypothesis underpinning the target.
Due Diligence - The due diligence process
starts with our management team’s engagement with target management and assessment of the preliminary information provided. We
intend for the scope of the due diligence to be based on testing and validating the investment hypothesis made by our management team
and any other preliminary findings. We will then potentially engage external service providers to cover specific areas of due diligence
such as financial, tax, legal, regulatory risk and/or compliance associated with any investment early.
Our management team believes that the strong
fundamentals of the Latin American region will translate into attractive opportunities across a wide range of sectors. Our thesis consists
of two categories of companies: the “new economy” high growth tech companies aligned with the mega-trends, and the opportunistic
growth companies or “deep value” companies with value upside as compared to international peers.
|
|
·
|
New Economy – targets in tech-related sectors (fintech, digital
infrastructure, healthtech, edtech, etc.) and/or high alignment with persistent megatrends, with sustained revenue growth rates
of over 50%, annual run-rate between $500 million to $1.0 billion and standing close to or at break-even.
|
|
|
·
|
Deep Value – growth targets where ownership is highly motivated
to go public and have value upside compared to peers, which are expected to be found in healthcare, consumer, retail and other sectors
where there are wide range of regional comparables available.
|
A key investment theme is a focus on targets
that have reached a critical mass in their own market and are looking for the right partner with whom to expand across borders. Such
targets are expected to be non-government related and have fundamentally strong operations, products, and management and therefore the
capability to create a footprint across the region and emerge as a regional leader that is hard-to-replicate. Consolidation strategies
will be developed through organic expansion, bolt-on acquisitions and strategic repositioning, with the aim of offering a potential buyer
a differentiated target that is a regional or national leader.
With that strategy in mind, we intend to assess
potential merger candidates along the following criteria:
|
|
·
|
Size: companies valued
in excess of $500 million (ideally $500 million to $1.0 billion);
|
|
|
·
|
Outstanding management:
management teams that are exceptional and capable of being successful in any company they
operate;
|
|
|
·
|
Significant technology
advantage driving disruption: companies that use technology to disrupt markets, build efficiencies,
differentiate products and/or distribution channels;
|
|
|
·
|
Companies that require
growth capital: companies that require capital to grow or unlock expansion opportunities
and/or to continue developing their business models, given the lack of capital for this stage
of financing;
|
|
|
·
|
Growth path: companies
within attractive growth markets, with favorable industry dynamics, which could benefit from
partnering with LatAmGrowth SPAC‘s team;
|
|
|
·
|
Platform Play or Consolidation:
companies that are ready to benefit from bolt-on acquisitions in industries ripe for consolidation;
and
|
|
|
·
|
Publicly-ready driven
companies: management and shareholders who aspire to have their businesses become a public
company.
|
While these criteria will be used in evaluating
business combination opportunities, we may decide to enter into a business combination with a target business or businesses that do not
meet these proposed criteria. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular
initial business combination may be based, to the extent relevant, on these general guidelines, as well as other considerations, factors
and criteria that our management may deem relevant.
If we decide to enter into our initial business
combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does
not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this
prospectus, would be in the form of tender-offer documents or proxy solicitation materials that we would file with the Securities and
Exchange Commission (the “SEC”).
Market Opportunity
We seek to exploit at least one of the following
Latin American opportunities: (1) untapped potential by identifying
niche sectors with supply-demand gaps, (2) regional companies supported by the growing middle-class with increased purchasing power,
and (3) companies enabled to benefit from new technology creating disruption in the sectors where they operate.
Under-investment across several sectors in
Latin America, including SaaS (software as a service), healthcare, retail, consumer, education, fintech, digital infrastructure, and logistics,
among others, presents a large universe of potential targets with sizeable, profitable growth opportunities requiring capital and expertise
in the region. Also, Latin America, and Mexico in particular, has a substantial potential to increasingly serve as a production center
for U.S. businesses in the context of a re-accommodation of the global supply chain which we expect to drive domestic growth and the
emergence of sizeable companies with promising growth potential.
The demographic profile of the Latin
American region is favorable, including, according to the World Bank, a large population base of 646 million (approximately twice
the population of the U.S. and a growing middle class with disposable income that is expected to grow at a 5.5% rate between 2022-2025,
according to the Economist Intelligence Unit (“EIU”). Latin America
is in the midst of realizing a demographic dividend, with a weighted average age of 31, according to Fitch Solutions, which is
9 years younger than the Developed Markets median, according to the United Nations. This population will be reaching their peak acquisition
power as they enter a prime age for discretionary consumption. Moreover, these countries are putting their youth to work. According to
the World Bank, Labor force amounted to 315 million as of 2019 and is expected to grow to 111 million by 2021 with an expected CAGR of
0.8% between 2022-2025, according to EIU, while maintaining a low unemployment rate of 8.0%, according to EIU. There is also rising digital
and financial inclusion in Latin America. According to the World Bank, internet penetration and banked population grew from 39% to 63%
and from 39% to 55% from 2011 to 2017, respectively, combined with an under-penetration of services and goods in selected categories
compared to other more developed countries and Asian internet penetration and banked population grew from 37% to 55% and 60% to 74% from
2011 to 2017, respectively.
At present, there are a large number of privately
held and family-owned businesses in Latin America undergoing generational changes that are open to new capital sources and are seeking
to create value through expansion and growth, as well as businesses owned by local private equity funds who are seeking to monetize on
their investments given they are at the end of their fund cycle. Such businesses face low penetration of capital markets in Latin America
as demonstrated by the low ratio of market capitalization of listed domestic companies to GDP, lagging behind other well-developed capital
markets, 37%, 39%, 68%, 73% respectively for Mexico, Colombia, Brazil and Chile vs. 158% for the United States, according to the World
Bank. Often these private companies in Latin America face difficulty in accessing late stage capital, mainly due to the limited size
of the local investor base and because local institutional investors tend to prioritize investments via large established players. Therefore
we believe that there are several private companies in the region, with valuations in excess of $500 million.
We believe that the strong fundamentals of
the region will translate into attractive opportunities across a wide range of sectors. Moreover, there are certain industries that we
believe to be structurally more attractive than others given a strong gap in supply and demand accompanied by new tech and e-commerce
drivers. For example, 80% of the Latin American population lives in urbanized areas, thus consumers are concentrated and easier to reach
through shipping (e-commerce). Also, Latin America has the fastest-growing smartphone penetration rates, currently around 69% and expected
to reach to 90% by 2022, according to GeoPoll, with internet usage becoming widespread. The number of internet users as a percentage
of the total population is 64%, 62% and 82% in Mexico, Colombia and Chile, respectively, according to the World Bank, compared to 87%
in the U.S., according to the World Bank. These strong fundamentals have translated into strong momentum for private equity within the
region, with private equity deal value growing at an approximately 52% rate from 2017 to 2021, reaching $16.4 billion in aggregate value,
according to Preqin.
Some of the sectors that we have identified to
be in need of growth capital have many leading high-growth companies, emphasized by tech-enabled components with proven business models
where the Latin American consumers are being underserved. These include the following:
Fintech – There is a large gap in
supply and demand for financial products in Latin America given that consumers in Latin America are vastly underbanked or unbanked.
For example, according to Comisión Nacional Bancaria y de Valores (CNBV) and Instituto Nacional de Estadística y
Geografía (INEGI) over 50% of the Mexican population are unbanked, over 30% have no financial products, and just 31% have
credit products. These dynamics make the Latin American region economy dependent largely on cash, with more than 90% and 70% of
payments in Mexico and Brazil in paper money, respectively, according to PYMTS and Cardtronics. Additionally, the bank market in
Latin America is extremely concentrated with the top 5 banks representing 69%, 70% and 70% of loans in Mexico, Brazil, according to
Fitch Solutions and Colombia, the Superintendencia Financiera de Colombia, respectively, compared to only 56% in the U.S.,
according to Angela Strange and Matthieu Hafemeister, Partners at Andreessen Horowitz. The current state of the fintech industry
creates opportunities for fintech players to better serve existing customers, introduce consumers to the formal financial system for
the first time, and introduce electronic payments and other solutions.
Consumer Goods - Consumption trends in
Latin America compare favorably with strong historical growth and proven economic trends to support continued future growth. Consumption
expenditure in Latin America has grown at CAGR of 5.5% for the 2004-2019 period, according to EIU, more than two times the growth rate
of developed markets for the same period. According to the Organization for Economic Co-Operation and Development (“OECD”),
Latin America’s middle class is much smaller than the OECD average and is expected to expand and become a key driver for economic
growth.
Education - Opportunities in private education
are on the rise in Latin America since the private sector is fulfilling the educational gap created from the lack of public investment,
and from strong demand generated by the needs of highly qualified employees. On average, public education spending as a percentage of
GDP in Latin America is still low compared to the OECD (4.6% and 5.2%, respectively, according to the World Bank). Undergraduate education
enrollment within Latin America has increased at a sustained 2007-2016 CAGR of 5.0%+, according to the World Bank, more than 2.5x vs
OECDs members.
Healthcare – Public expenditure as a percentage
of GDP in Latin America stands at approximately 75% of OECD’s healthcare public expenditure (7.5% and 9.6%, respectively, according
to EIU) and has not grown significantly in the last 10 years, while demand continues to rise as a consequence of strong macroeconomic
fundamentals driving growth in the healthcare industry, including (1) a shift in Latin America’s demographic pyramid, (2) higher
disposable income per capita and (3) middle class expansion, underlined by positive healthcare trends which include changes in epidemiology,
rising chronic and degenerative diseases, and increasing aging population with a longer life expectancy.
Consumer Finance – There is currently
a large shortfall in the availability of credit in Latin America at a time when demand is increasing significantly. Consumer lending
across these countries has significantly increased over the last five years (2015-2020) at 9% per annum, according to Euromonitor; however,
according to EIU, outstanding consumer credit as a percentage of GDP as of 2020 is 35.7%, 118.4%, 37.9% and 54.6% for Mexico, Chile,
Peru and Colombia, respectively, which is still lower than the 118.8% for the U.S.
Logistics - Latin America’s regional
integration and internal market growth is expected to generate greater trade and cross-border transactions which will require additional
logistic support. Growth in container volume in Latin America has outperformed growth in the United States: the 2009-2019 CAGR for Latin
America was 4.9%, as compared to 4.0% for the United States, according to EIU. Furthermore, gross merchandise value (GMV), or the total
value of merchandise sold by online retailers is expected to grow approximately twice as much in Latin America as in the United States
from 2020 to 2030, according to Lazard.
U.S. Hispanic-owned Businesses – Hispanic-owned
businesses represent 14% of the 33 million U.S. businesses and have grown over 40% from 2012-18 (more than 2x the growth rate of other
U.S. businesses), according to Globe Newswire. Additionally, Hispanic-owned businesses have adapted to new trends and have become technologically
savvy, with 36% of Hispanic-owned businesses earning most or all of their revenue online, according to Global Newswire. These growth
trends are underpinned by a strong demographic bonus given that the Hispanic population is expected to make up 29% of the United States
population by 2050, up from 17% as of 2016, according to J.P. Morgan.
Status as a public company
We believe that our structure will make us
an attractive business combination partner to target businesses. As an existing public company, we offer a target business an
alternative to a traditional initial public offering through a merger or other business combination. In this situation, the owners
of the target business would exchange their shares of stock in the target business for our Class A ordinary shares or for a
combination of our Class A ordinary shares and cash, allowing us to tailor the consideration used in the transaction to the specific
needs of the sellers. We believe that target businesses might find this avenue a more certain and cost-effective method to becoming
a public company than a typical initial public offering. In a typical initial public offering, there are additional expenses
incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a
business combination with us. Furthermore, once the business combination is consummated, the target business will have effectively
become a public company, whereas an initial public offering is always subject to the underwriters’ ability to complete the
offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target
business would then have greater access to capital and an additional means of providing management incentives consistent with
shareholders’ interests than it would have as a privately-held company. Public company status can offer further benefits by
enhancing a company’s profile among potential new customers and vendors and attracting talented employees. While we believe
that our status as a public company will make us an attractive business partner, some potential target businesses may view the
inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a
more established entity or with a private company. These limitations include constraints on our available financial resources, which
may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek
shareholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a
transaction; and the existence of our outstanding warrants, which may represent a source of future dilution.
Financial position
With funds in the trust account of approximately
$132,600,000 (or $152,490,000 if the over-allotment option is exercised in full), and after payment of $4,550,000, or $5,232,500 if the
underwriters’ over-allotment option is exercised in full, payable to the underwriters for deferred underwriting commissions, and
including up to $40,000,000 to be raised pursuant to the forward purchase agreement, we would have $168,050,000, or $187,257,500 if the
underwriters’ over-allotment option is exercised in full, available to use for a business combination (assuming no shareholder
seeks conversion of their public shares or seeks to sell their shares to us in any tender offer in relation to such business combination),
we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and
a public means to sell such shares, providing capital for the potential growth and expansion of its operations and strengthening its
balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or
equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us
to tailor the consideration to be paid to the target business to fit its needs and desires. However, since we have no specific business
combination under consideration, we have not taken any steps to secure third party financing, and there can be no assurance that it will
be available to us.
Initial Business Combination
Nasdaq rules require that we must complete
one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust
account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of
our signing a definitive agreement in connection with our initial business combination. Our board
of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted
by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business
combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm
which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely
that our board of directors will be able to make an independent determination of the fair market value of our initial business combination,
it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant
amount of uncertainty as to the value of the target’s assets or prospects.
We anticipate
structuring our initial business combination so that the post transaction company will own or acquire up to 100% of the equity interests
or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction
company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the
target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 (the
“Investment Company Act”). Even if the post transaction company owns or acquires 50% or more of the voting securities of
the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company,
depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of
a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued
and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned
or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination
involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
We are
not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors,
or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.
In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors,
we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of
FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.
Our sponsor,
directors and officers will directly or indirectly own founder shares and/or private placement warrants following this offering and,
accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which
to effectuate our initial business combination. Our sponsor and members of our board of directors acquired founder shares for
approximately $0.007 per share and we are offering units at a price of $10.00 per unit in this offering; as a result, our sponsor and
members of our board of directors 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—The nominal purchase price paid by
our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial
business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial
business combination, even if the business combination causes the trading price of our ordinary shares to decline materially.”
Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.
Each of
our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to
another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such
entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an
entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands
law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:
(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract,
to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we
renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which
may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the
fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business
combination.
In addition,
our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue
other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies,
businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not
believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
Prior to
the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities
under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we are subject
to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend
our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Corporate Information
Our executive
offices are located at 590 Madison Ave., 34th Floor, New York, NY 10022 and our
telephone number is +1 212-547-2600.
We are
a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands
and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax
exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised)
of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing
any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be
levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on
or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment
of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums
due under a debenture or other obligation of us.
We are
an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging
growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act of 2002, 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 shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition,
Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will
remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates
exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible
debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning
associated with it in the JOBS Act.
Additionally,
we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies
may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market
value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual
revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates
did not exceed $700 million as of the prior June 30.
The
Offering
In making your decision on whether to invest
in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special
risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated
under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors”.
|
Securities offered:
|
13,000,000 units (or 14,950,000 units if the underwriters’
over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of:
· one
Class A ordinary share; and
· one-half
of one redeemable warrant.
|
|
Nasdaq symbols:
|
Units: “LATGU”
Class A Ordinary Shares: “LATG”
Warrants: “LATGW”
|
|
Trading commencement and separation
of Class A ordinary shares and warrants:
|
The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants
comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or the immediately
following business day if such 52nd day is not a business day) unless BofA Securities, Inc. and Banco
BTG Pactual S.A. — Cayman
Branch, the representatives of the underwriters, inform us of their decision to allow earlier separate trading, subject to
our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate
trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to
continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our
transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not
be able to receive or trade a whole warrant.
Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination.
|
|
Separate trading of the
Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K
|
In no event will the Class A ordinary
shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited
balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K
promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this
prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on
Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect
the exercise of the underwriters’ over-allotment option.
|
|
Units:
Number
outstanding before this offering
|
0
|
|
Number outstanding after this offering
|
13,000,000(1)
|
|
Ordinary
shares:
Number outstanding before this offering
|
3,737,500(2)
|
|
Number outstanding
after this offering
|
16,250,000(1)(3)
|
|
Warrants:
Number
of private placement warrants to be sold in a private placement simultaneously with this
offering
|
7,900,000(1)
|
|
Number of warrants to be outstanding
after this offering and the private placement
|
14,400,000(1)(4)
|
|
|
(1)
|
Assumes no exercise
of the underwriters’ over-allotment option and the surrender of 487,500 founder shares
to us for no consideration. Also, does not include any Class A ordinary shares or warrants
issuable pursuant to the forward purchase agreement.
|
|
|
(2)
|
Includes up to 487,500 founder
shares that may be surrendered to us for no consideration depending on the extent to which
the underwriters’ over-allotment option is exercised.
|
|
(3)
|
Comprised of 13,000,000
Class A ordinary shares included in the units to be sold in this offering and 3,250,000 Class B ordinary shares (or founder shares).
Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary
shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject
to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.”
|
|
|
(4)
|
Comprised of 6,500,000
public warrants included in the units to be sold in this offering and 7,900,000 private placement
warrants to be sold in the private placement.
|
|
Exercisability
|
Each whole warrant offered in this offering
is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade.
We structured each unit to contain one-half
of one warrant, with each whole warrant exercisable for one Class A ordinary share, in order to reduce the dilutive effect of
the warrants upon completion of a business combination, thus making us, we believe, a more attractive business combination partner
for target businesses.
|
|
Exercise price
|
$11.50
per share, subject to adjustments as described herein. In addition, if (x) we
issue additional Class A ordinary shares or equity-linked securities for capital raising
purposes in connection with the closing of our initial business combination at an issue price
or effective issue price of less than $9.20 per Class A ordinary share (with such issue
price or effective issue price to be determined in good faith by our board of directors and,
in the case of any such issuance to our initial shareholders or their affiliates, without
taking into account any founder shares held by our initial shareholders or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination
(net of redemptions), and (z) the volume weighted average trading price of our Class A
ordinary shares during the 20 trading day period starting on the trading day prior to the
day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly
Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption
of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00”
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value
and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent
to the caption “Redemption of warrants when the price per share of Class A ordinary
shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal
to the higher of the Market Value and the Newly Issued Price.
|
|
Exercise period
|
The warrants will become exercisable
30 days after the completion of our initial business combination, provided that we have an effective registration statement under
the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating
to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws
of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances
specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even
if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
|
|
|
We
have agreed that as soon as practicable, but in no event later than 15 business days after
the closing of our initial business combination, we will use our commercially reasonable
efforts to file with the SEC a post-effective amendment to the registration statement of
which this prospectus forms a part or a new registration statement covering the Class A
ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus
relating to those Class A ordinary shares until the warrants expire or are redeemed,
as specified in the warrant agreement. If such post-effective amendment or registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants is not effective
by the 60th business day after the closing of our initial business combination,
warrant holders may, until such time as there is an effective registration statement and
during any period when we will have failed to maintain an effective registration statement,
exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary
shares are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, we may, at our option, require holders of public warrants who exercise
their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act and, in the event we so elect, we will not be required to file or maintain
in effect a registration statement, and in the event we do not so elect, we will use our
commercially reasonable efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available.
The
warrants will expire at 5:00 p.m., New York City time, five years after the completion of
our initial business combination or earlier upon redemption or liquidation. On the exercise
of any warrant, the warrant exercise price will be paid directly to us and not placed in
the trust account.
|
|
Redemption
of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00
|
Once the warrants become exercisable,
we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):
· in
whole and not in part;
|
|
|
·
|
at
a price of $0.01 per warrant;
|
|
|
·
|
upon
a minimum of 30 days’ prior written notice of redemption, which we refer to as the
30-day redemption period; and
|
|
|
|
|
|
|
·
|
if,
and only if, the closing price of our Class A ordinary shares equals or exceeds $18.00
per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending on the third
trading day prior to the date on which we send the notice of redemption to the warrant holders
(the “Reference Value”).
|
|
|
We
will not redeem the warrants unless an effective registration statement under the Securities
Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective
and a current prospectus relating to those Class A ordinary shares is available throughout
the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise
our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws. As a result, we may redeem the warrants
as set forth above even if the holders are otherwise unable to exercise the warrants.
Any
such exercise would not be on a “cashless” basis and would require the existing
warrant holder to pay the exercise price for each warrant being exercised.
|
|
Redemption of warrants
for cash when the price per Class A ordinary share equals or exceeds $10.00
|
Once the warrants become exercisable, we may redeem
the outstanding warrants (except as described herein with respect to the private placement warrants):
· in
whole and not in part;
· at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set
forth under “Description of Securities – Warrants – Public Shareholders’ Warrants” based on the redemption
date and the “fair market value” of our Class A ordinary shares (as defined below);
· if,
and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share
equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like); and
|
|
|
·
|
if
the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be
called for redemption on the same terms (except as described herein with respect to a holder’s ability
to cashless exercise its warrants) as the outstanding public warrants, as described above.
|
|
|
If
and when the warrants become redeemable by us, we may exercise our redemption right even
if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws. As a result, we may redeem the warrants as set forth above even if
the holders are otherwise unable to exercise the warrants.
The
“fair market value” of our Class A ordinary shares shall mean the volume-weighted
average price of our Class A ordinary shares for the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of warrants. We will provide
our warrant holders with the final fair market value no later than one business day after
the 10-day trading period described above ends. In no event will the warrants be exercisable
in connection with this redemption feature for more than 0.361 Class A ordinary shares per
warrant (subject to adjustment).
No
fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder
would be entitled to receive a fractional interest in a share, we will round down to the
nearest whole number of the number of Class A ordinary shares to be issued to the holder.
Please see the section entitled “Description of Securities—Warrants—Public
Shareholders’ Warrants” for additional information.
|
|
Forward Purchase
Agreement
|
In
connection with the consummation of this offering, we will enter into a forward purchase
agreement with an affiliate of our Sponsor (the “Sponsor Affiliate”), pursuant
to which such affiliate will commit that it will purchase from us up to 4,000,000 forward
purchase units, consisting of one Class A ordinary share, or a forward purchase share, and
one-half of one warrant to purchase one Class A ordinary
share, or a forward purchase warrant, for $10.00 per unit, or an aggregate amount of up to
$40,000,000, in a private placement that will close concurrently with the closing of our
initial business combination. The proceeds from the sale of these forward purchase units,
together with the amounts available to us from the trust account (after giving effect to
an redemptions of public shares) and any other equity or debt financing obtained by us in
connection with the business combination, will be used to satisfy the cash requirements of
the business combination, including funding the purchase price and expenses and retaining
specified amounts to be used by the post-business combination company for working capital
or other purposes. To the extent that the amounts available from the trust account and other
financing are sufficient for such cash requirements, the Sponsor Affiliate may purchase less
than 4,000,000 forward purchase units. In addition, the Sponsor Affiliate’s commitment
under the forward purchase agreement will be subject to approval of its investment committee
as well as customary closing conditions under the forward purchase agreement.
The forward purchase shares will be identical to the
Class A ordinary shares included in the units being sold in this offering, except that pursuant to the forward purchase agreement, they
will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described
herein. The forward purchase warrants will have the same terms as the private placement warrants.
|
|
Founder shares
|
In
June 2021, our sponsor paid $25,000, or approximately $0.007 per share, to cover certain
of our offering costs, in exchange for an aggregate of 3,737,500 founder shares.
|
|
|
Prior to the initial investment in the company
of $25,000, the company had no assets, tangible or intangible. The per-share price of the
founder shares was determined by dividing the amount of expenses paid on behalf of the company
by the number of founder shares issued. The number of founder shares outstanding was determined
based on the expectation that the total size of this offering would be a maximum of 14,950,000
units if the underwriters’ over-allotment option is exercised in full, and therefore
that such founder shares would represent 20% of the outstanding shares after this offering.
If we increase or decrease the size of this offering, we will effect a share capitalization
or a share surrender or redemption or other appropriate mechanism, as applicable, with respect
to our Class B ordinary shares immediately prior to the consummation of this offering in
such amount as to maintain the number of founder shares, on an as-converted basis, at 20%
of our issued and outstanding ordinary shares upon the consummation of this offering. Up
to 487,500 of the founder shares may be surrendered by our sponsor for no consideration depending
on the extent to which the underwriters’ over-allotment option is not exercised.
The founder shares are identical to the Class A
ordinary shares included in the units being sold in this offering, except that:
|
|
|
·
|
only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held
prior to or in connection with the completion of our initial business combination;
|
|
|
·
|
the founder shares are subject to certain transfer restrictions, as described in more detail below;
|
|
|
·
|
the founder shares are entitled to registration rights;
|
|
|
·
|
our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion
of our initial business combination; (ii) waive their redemption rights with respect to their founder shares and public shares in
connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A)
to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to
redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of
this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B)
with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity;
(iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete
our initial business combination within 18 months from the closing of this offering (or up to 21 months, if we extend the time to
complete a business combination as described in this prospectus), 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 (iv) vote any founder shares held by them and any public shares purchased during or after this offering
(including in open market and privately-negotiated transactions) in favor of our initial business combination. If we submit our initial
business combination to our public shareholders for a vote, we will complete our initial business combination only if we receive
an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend
and vote at a general meeting of the company. As a result, in addition to our initial shareholders’ founder shares, we would
need 4,875,001, or 37.5%, of the 13,000,000 public shares sold in this offering to be voted in favor of an initial business combination
in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option
is not exercised); and
|
|
|
·
|
the founder shares are automatically
convertible into our Class A ordinary shares concurrently with or immediately following the consummation
of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution
rights, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.”
|
|
|
|
|
|
Transfer restrictions on
founder shares
|
Our initial shareholders will
agree not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion
thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the
date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination
that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or
other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal
Shareholders—Transfers of Founder Shares and Private Placement Warrants”. Any permitted transferees will be subject to
the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer
restrictions throughout this prospectus as the lock-up.
|
|
|
Notwithstanding
the foregoing, if (1) the closing price of our Class A ordinary shares equals or
exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination or (2) we consummate
a transaction after our initial business combination which results in our shareholders having
the right to exchange their shares for cash, securities or other property, the founder shares
will be released from the lock-up.
|
|
Founder shares conversion and anti-dilution
rights
|
The founder shares will automatically convert into Class A
ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis,
subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to
further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued
or deemed issued in connection with our initial business combination (other than the forward purchase units), the number of Class A
ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary
shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders),
including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business
combination, excluding the forward purchase units and any Class A ordinary shares or equity-linked securities exercisable for or
convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private
placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion
of founder shares will never occur on a less than one-for-one basis.
|
|
Appointment of directors;
Voting
|
Holders
of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all
matters to be voted on by shareholders. Unless specified in our amended and restated memorandum and articles of association, or as
required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of a majority of the shareholders who attend and vote at a general meeting of the company is generally required to approve any
matter voted on by our shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires
the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company,
and pursuant to our amended and restated memorandum and articles of association, such actions include amending our amended and restated
memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative
voting with respect to the appointment of directors, meaning, following our initial business combination, the holders of more than
50% of our ordinary shares voting for the appointment of directors can appoint all of the directors. Only holders of Class B
ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion
of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during
such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders
of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90%
of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including
any vote in connection with our initial business combination, except as required by law, holders of the founder shares and holders
of our public shares will vote together as a single class, with each share entitling the holder to one vote. If we seek shareholder
approval of our initial business combination, we will complete our initial business combination only if we receive an ordinary resolution
under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general
meeting of the company. In such case, our sponsor, officers and directors have agreed to vote their founder shares and any public
shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial
business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 4,875,001, or 37.5%,
of the 13,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our
initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised).
|
|
Private placement warrants
|
Our
sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 7,900,000
private placement warrants (or 8,680,000 private placement warrants if the underwriters’
over-allotment option is exercised in full), each exercisable to purchase one Class A
ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $7,900,000 in the
aggregate (or $8,680,000 if the underwriters’ over-allotment option is exercised in
full), in a private placement that will close simultaneously with the closing of this offering.
A portion of the purchase price of the private placement warrants will be added to the proceeds
from this offering to be held in the trust account such that at the time of closing of this
offering $132.6 million (or $152.49 million if the underwriters exercise their over-allotment
option in full) will be held in the trust account. The private placement warrants will be
identical to the warrants sold in this offering except that, so long as they are held by
our sponsor, or its permitted transferees, the private placement warrants (i) will not
be redeemable by us, (ii) may not (including the Class A ordinary shares issuable
upon exercise of these warrants), subject to certain limited exceptions, be transferred,
assigned or sold by the holders until 30 days after the completion of our initial business
combination, (iii) may be exercised by the holders on a cashless basis and (iv) will
be entitled to registration rights. If the private placement warrants are held by holders
other than our sponsor, or its permitted transferees, the private placement warrants will
be redeemable by us and exercisable by the holders on the same basis as the warrants included
in the units being sold in this offering. If we do not complete our initial business combination
within 18 months from the closing of this offering (or up to 21 months, if we extend the
time to complete a business combination as described in this prospectus), the private placement
warrants will expire worthless.
|
|
Transfer restrictions on private placement
warrants
|
The
private placement warrants (including the Class A ordinary shares issuable upon exercise
of the private placement warrants) will not be transferable, assignable or salable until
30 days after the completion of our initial business combination, except as described herein
under “Principal Shareholders—Transfers of Founder Shares and Private Placement
Warrants.”
|
|
Proceeds to be held
in trust account
|
Nasdaq
rules provide that at least 90% of the gross proceeds from this offering and the sale
of the private placement warrants be deposited in a trust account. Of the net proceeds we
will receive from this offering and the sale of the private placement warrants described
in this prospectus, $132.6 million, or $152.49 million if the underwriters’ over-allotment
option is exercised in full ($10.20 per unit in either case), will be deposited into a segregated
trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental
Stock Transfer & Trust Company acting as trustee, after deducting $2,600,000 in
underwriting discounts and commissions payable upon the closing of this offering (or $2,990,000
if the underwriters’ over-allotment option is exercised in full) and an aggregate of
$2,700,000 to pay fees and expenses in connection with the closing of this offering and for
working capital following the closing of this offering. The proceeds to be placed in the
trust account include $4,550,000 (or up to $5,232,500 if the underwriters’ over-allotment
option is exercised in full) in deferred underwriting commissions.
Except with respect to interest earned on the funds held
in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the sale of the private
placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business
combination, (ii) the redemption of our public shares if we have not completed our initial business combination within 18 months
from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this
prospectus), subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated
an initial business combination within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete
a business combination as described in this prospectus) or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity. The funds held in the trust account could become subject to the claims of our creditors,
if any, which could have priority over the claims of our public shareholders.
|
|
Anticipated expenses
and funding sources
|
Unless
and until we complete our initial business combination, no proceeds held in the trust account
will be available for our use, except the withdrawal of interest to pay our taxes and/or
to redeem our public shares in connection with an amendment to our amended and restated memorandum
and articles of association, as described above. The proceeds held in the trust account will
be invested only in U.S. government treasury obligations with a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment
Company Act which invest only in direct U.S. government treasury obligations. We estimate
the interest earned on the trust account will be approximately $132,600 per year, assuming
an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount.
Unless and until we complete our initial business combination, we may pay our expenses only
from such interest withdrawn from the trust account and:
· the
net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will
be $1,950,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and
· any
loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although
they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the funds
held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000
of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender. The
warrants would be identical to the private placement warrants. There is no limitation on our ability to raise funds through the issuance
of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination.
|
|
Conditions to completing
our initial business combination
|
Nasdaq rules require
that we must complete one or more business combinations having an aggregate fair market value
of at least 80% of the value of the assets held in the trust account (excluding the deferred
underwriting commissions and taxes payable on the interest earned on the trust account) at
the time of our signing a definitive agreement in connection with our initial business combination.
Our board of directors will make the determination as to the fair market value of our initial
business combination upon standards generally accepted by the financial community. If our
board of directors is not able to independently determine the fair market value of our initial
business combination (including with the assistance of financial advisors), we will obtain
an opinion from an independent investment banking firm which is a member of FINRA or a valuation
or appraisal firm. While we consider it likely that our board of directors will be able to
make an independent determination of the fair market value of our initial business combination,
it may be unable to do so if it is less familiar or experienced with the business of a particular
target or if there is a significant amount of uncertainty as to the value of the target’s
assets or prospects. We will complete our initial business combination only if the post-transaction
company in which our public shareholders own shares will own or acquire 50% or more of the
outstanding voting securities of the target or is otherwise not required to register as an
investment company under the Investment Company Act. Even if the post-transaction company
owns or acquires 50% or more of the voting securities of the target, our shareholders prior
to our initial business combination may collectively own a minority interest in the post
business combination company, depending on valuations ascribed to the target and us in the
business combination transaction. For example, we could pursue a transaction in which we
issue a substantial number of new shares in exchange for all of the outstanding capital stock,
shares or other equity interests of a target. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new
shares, our shareholders immediately prior to our initial business combination could own
less than a majority of our issued and outstanding shares subsequent to our initial business
combination. If less than 100% of the equity interests or assets of a target business or
businesses are owned or acquired by the post-transaction company, the portion of such business
or businesses that is owned or acquired is what will be taken into account for purposes of
the 80% of net assets test described above, provided that in the event that the business
combination involves more than one target business, the 80% of net assets test will be based
on the aggregate value of all of the target businesses and we will treat the transactions
together as our initial business combination for purposes of seeking shareholder approval
or conducting a tender offer, as applicable.
|
|
Permitted purchases of
public shares and public warrants by our affiliates
|
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately
negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There
is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such
transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions
to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held
in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions,
they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller
or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if
any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction
subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases
that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant
to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
See “Proposed Business—Effecting Our Initial Business Combination— Permitted Purchases of Our Securities.”
for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select
which shareholders to purchase securities from in any private transaction. Our sponsor, directors, officers, advisors or any of their
affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange
Act.
The purpose of any such purchases of
shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining
shareholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires
us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that
such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of
public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with
our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination
that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A
ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make
it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
|
|
Redemption rights for
public shareholders upon completion of our initial business combination
|
We will provide
our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of
two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.20 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. There will be no redemption rights upon the completion of our initial business combination with respect
to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to their founder shares and any public shares they may acquire during or after this offering
in connection with the completion of our initial business combination.
|
|
Manner of conducting redemptions
|
We will provide our public shareholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection
with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender
offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender
offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing
requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our
company and any transactions where we issue more than 20% of our issued and outstanding Class A ordinary shares or seek to amend
our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain
a listing for our securities on the Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
|
|
|
The
requirement that we provide our public shareholders with the opportunity to redeem their
public shares by one of the two methods listed above will be contained in provisions of our
amended and restated memorandum and articles of association and will apply whether or not
we maintain our registration under the Exchange Act or our listing on the Nasdaq.
Such provisions may be amended if approved by holders of two-thirds of our ordinary shares
entitled to vote thereon.
If we provide our public shareholders with
the opportunity to redeem their public shares in connection with a general meeting, we will:
|
|
|
·
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
|
|
|
·
|
file proxy materials with the SEC.
|
|
|
If we seek shareholder
approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which
requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum
for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are
represented in person or by proxy. Our initial shareholders will count toward this quorum and, pursuant to the letter agreement,
our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this
offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes
of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination
once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares, we would need 4,875,001, or
37.5%, of the 13,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to
have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised).
These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate
our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote
for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held
to approve the proposed transaction.
|
|
|
If a shareholder
vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
|
|
|
·
|
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer
tender offers, and
|
|
|
·
|
file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about our initial business combination and the redemption rights as is required
under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
|
|
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem
will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the
Exchange Act, and we will not be permitted to complete our initial business combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned
on public shareholders not tendering more than the number of shares we are permitted to redeem.
If public shareholders tender more shares than we have offered to purchase, we will withdraw
the tender offer and not complete such initial business combination.
Upon the public
announcement of our initial business combination, if we elect to conduct redemptions pursuant
to the tender offer rules, we or our sponsor will terminate any plan established in accordance
with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to
comply with Rule 14e-5 under the Exchange Act.
We intend
to require our public shareholders seeking to exercise their redemption rights, whether they
are record holders or hold their shares in “street name,” to, at the holder’s
option, either deliver their share certificates to our transfer agent or deliver their shares
to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) system, prior to the date set forth in the proxy materials or tender offer
documents, as applicable. In the case of proxy materials, this date may be up to two business
days prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to
require a public shareholder seeking redemption of its public shares to also submit a written
request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. The proxy materials
or tender offer documents, as applicable, that we will furnish to holders of our public shares
in connection with our initial business combination will indicate whether we are requiring
public shareholders to satisfy such delivery requirements. We believe that this will allow
our transfer agent to efficiently process any redemptions without the need for further communication
or action from the redeeming public shareholders, which could delay redemptions and result
in additional administrative cost. If the proposed initial business combination is not approved
and we continue to search for a target company, we will promptly return any certificates
or shares delivered by public shareholders who elected to redeem their shares.
|
|
|
Our amended and restated memorandum and articles
of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to
be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash
consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii)
the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for
all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant
to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete
the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned
to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances
or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop
arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible
assets or minimum cash requirements.
|
|
Limitation on redemption
rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote
|
Notwithstanding the foregoing redemption
rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with
our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association
provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from
redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent.
We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent
attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares
at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder
holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against
a business combination if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current
market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares
sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our
ability to complete our initial business combination, particularly in connection with a business combination with a target that requires
as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’
ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in
this offering) for or against our initial business combination.
|
|
Release of funds in trust account on
closing of our initial business combination
|
On
the completion of our initial business combination, the funds held in the trust account will
be used to pay amounts due to any public shareholders who exercise their redemption rights
as described above under “Redemption rights for public shareholders upon completion
of our initial business combination,” to pay the underwriters their deferred underwriting
commissions, to pay all or a portion of the consideration payable to the target or owners
of the target of our initial business combination and to pay other expenses associated with
our initial business combination. If our initial business combination is paid for using equity
or debt securities, or not all of the funds released from the trust account are used for
payment of the consideration in connection with our initial business combination, we may
use the balance of the cash released to us from the trust account following the closing for
general corporate purposes, including for maintenance or expansion of operations of post-transaction
businesses, the payment of principal or interest due on indebtedness incurred in completing
our initial business combination, to fund the purchase of other companies or for working
capital.
|
|
Redemption of public
shares and distribution and liquidation if no initial business combination
|
Our amended and restated memorandum and articles
of association provide that we will have only 18 months from the closing of this offering (or up to 21 months, if we extend the time
to complete a business combination as described in this prospectus) to complete our initial business combination. If we have not
completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject,
in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other
requirements of 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 18 months from the closing of this offering
(or up to 21 months, if we extend the time to complete a business combination as described in this prospectus).
If we anticipate that we may not be able to consummate
our initial business combination within 18 months, we may, but are not obligated to, extend the period of time to consummate a business
combination by an additional three months (for a total of up to 21 months to complete a business combination). Pursuant to the terms
of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental
Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial
business combination, our sponsor (or its affiliates or designees), upon five days advance notice prior to the applicable deadline, must
deposit into the trust account for the three month extension $1,300,000 or $1,495,000 if the underwriters’ over-allotment option
is exercised in full ($0.10 per share), on or prior to the deadline. Any such payment would be funded from the proceeds of a non-interest
bearing loan between our sponsor and us. Such loan 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. If we complete our initial business combination, we would
repay such loaned amount out of the proceeds of the trust account released to us. The letter agreement with our initial shareholders
contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loan in the event that we do not
complete a business combination. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate
an initial business combination or redeem their shares in connection with such extension. In the event that we determine to effect an
extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend
to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. Our sponsor and their
affiliates or designees are not obligated to enter into any such loan agreement with us that would allow us to fund the trust account
to extend the time for us to complete our initial business combination.
Our sponsor, officers and directors have entered
into an agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with
respect to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing
of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus).
However, if our initial shareholders or management
team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with
respect to such public shares if we fail to complete our initial business combination within the allotted time period.
The underwriters have agreed to waive their rights
to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination
within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination
as described in this prospectus) 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.
|
|
Redemption rights in
connection with proposed amendments to our amended and restated memorandum and articles of association
|
Our
sponsor, officers and directors have agreed, pursuant to a letter agreement, that they will
not propose any amendment to our amended and restated memorandum and articles of association
(A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination within 18 months from the closing of this offering
(or up to 21 months, if we extend the time to complete a business combination as described
in this prospectus) or (B) with respect to any other material provisions relating to
shareholders’ rights or pre-initial business combination activity, unless we provide
our public shareholders with the opportunity to redeem their Class A ordinary shares
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, divided by the number
of then outstanding public shares, subject to the limitations and on the conditions described
above under “Limitations on redemptions.” For example, our board of directors
may propose such an amendment if it determines that additional time is necessary to complete
our initial business combination. In such event, we will conduct a proxy solicitation and
distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder
approval of such proposal, and in connection therewith, provide our public shareholders with
the redemption rights described above upon shareholder approval of such amendment.
|
|
Limited payments to insiders
|
There will be no finder’s fees,
reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers
or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate,
the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments
will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination
will be made from funds held outside the trust account:
|
|
|
·
|
repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and
organizational expenses;
|
|
|
·
|
reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing
an initial business combination, as well as customary finder’s fees to any advisory director who identifies and introduces
us to the target in our business combination; and
|
|
|
·
|
repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers
and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such
loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant
at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms
of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
|
|
Audit Committee
|
We
will establish and maintain an audit committee. Among its responsibilities, the audit committee will review on a quarterly basis
all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other
terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility
to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering.
For more information, see the section entitled “Management—Committees of the Board of Directors—Audit Committee.”
|
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.
|
|
|
September
30, 2021
|
|
|
|
|
Actual
|
|
|
As
Adjusted
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
Working (deficiency)
capital(1)
|
|
$
|
(312,697
|
)
|
|
$
|
1,883,558
|
|
|
Total assets(2)
|
|
$
|
246,255
|
|
|
$
|
134,483,558
|
|
|
Total liabilities(3)
|
|
$
|
312,697
|
|
|
$
|
16,790,000
|
|
|
Value of ordinary shares
subject to possible redemption(4)
|
|
|
—
|
|
|
$
|
132,600,000
|
|
|
Shareholders’ equity(5)
|
|
$
|
(66,442
|
)
|
|
$
|
(14,906,442
|
)
|
|
|
(1)
|
The “as adjusted” calculation includes $1,950,000 of cash
held outside the trust account, plus $(66,442) of actual shareholder’s equity on September 30, 2021.
|
|
|
(2)
|
The “as adjusted” calculation equals $132,600,000 of cash
held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,950,000 in cash held outside
the trust account, plus $(66,442) of actual shareholder’s equity on September 30, 2021.
|
|
|
(3)
|
The “as adjusted” calculation equals $4,550,000 of deferred
underwriting commissions and $12,240,000 of warrant liability, assuming the underwriters’ over-allotment option is not exercised.
|
|
|
(4)
|
The “as adjusted” calculation equals the value of all the
13,000,000 Class A Ordinary Shares subject to redemption.
|
|
|
(5)
|
Excludes 13,000,000 Class A ordinary shares sold in the
offering which are subject to redemption in connection with our initial business combination. The “as adjusted” calculation
equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of ordinary
shares that may be redeemed in connection with our initial business combination ($10.20 per share).
|
If our initial business combination is not consummated,
the funds held in the trust account, less amounts we are permitted to withdraw as described in this prospectus, will be distributed solely
to our public shareholders.
We will consummate our initial business combination
only if we have net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding ordinary shares voted
are voted in favor of the business combination (if a vote is required or being obtained).
Risk
Factors Summary
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 purchase our securities. 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. These risks are more fully described in the section titled “Risk Factors” immediately
following this risk factors summary. These risks include, among others, the following:
|
|
·
|
We are a blank check company
with no operating history and no revenues, and you have no basis on which to evaluate our
ability to achieve our business objective.
|
|
|
·
|
Our independent registered
public accounting firm’s report contains an explanatory paragraph that expresses substantial
doubt about our ability to continue as a “going concern.”
|
|
|
·
|
Our public shareholders
may not be afforded an opportunity to vote on our proposed initial business combination,
and even if we hold a vote, holders of our founder shares will participate in such vote,
which means we may complete our initial business combination even though a majority of our
public shareholders do not support such a combination.
|
|
|
·
|
Your only opportunity to
effect your investment decision regarding a potential business combination may be limited
to the exercise of your right to redeem your shares from us for cash.
|
|
|
·
|
The ability of our public
shareholders to redeem their shares for cash may make our financial condition unattractive
to potential business combination targets, which may make it difficult for us to enter into
a business combination with a target.
|
|
|
·
|
Our search for a business
combination, and any partner business with which we ultimately complete a business combination,
may be materially adversely affected by the recent coronavirus (COVID-19) pandemic and the
status of debt and equity markets.
|
|
|
·
|
If a shareholder fails to
receive notice of our offer to redeem our public shares in connection with our initial business
combination, or fails to comply with the procedures for submitting or tendering its shares,
such shares may not be redeemed.
|
|
|
·
|
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.
|
|
|
·
|
If the net proceeds of this offering and the sale of the private placement
warrants not being held in the trust account are insufficient to allow us to operate for at least the next 18 months following the
closing of the offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus),
it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination,
and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
|
|
|
·
|
If third parties
bring claims against us, the funds held in the trust account could be reduced and the per-share
redemption amount received by shareholders may be less than $10.20 per share.
|
|
|
·
|
Our directors may decide
not to enforce the indemnification obligations of our sponsor, resulting in a reduction in
the amount of funds in the trust account available for distribution to our public shareholders.
|
|
|
·
|
The securities
in which we invest the funds held in the trust account could bear a negative rate of interest,
which could reduce the value of the assets held in trust such that the per-share redemption
amount received by public shareholders may be less than $10.20 per share.
|
|
|
·
|
We may not hold an annual
general meeting until after the consummation of our initial business combination, which could
delay the opportunity for our shareholders to appoint directors.
|
|
|
·
|
Because we are neither limited
to evaluating a target business in a particular industry sector nor have we selected any
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 are not required to obtain
an opinion from an independent investment banking firm or from a valuation or appraisal firm,
and consequently, you may have no assurance from an independent source that the price we
are paying for the business is fair to our shareholders from a financial point of view.
|
|
|
·
|
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.
|
|
|
·
|
Our initial shareholders
control a substantial interest in us and thus may exert substantial influence on actions
requiring a shareholder vote, potentially in a manner that you do not support.
|
|
|
·
|
We are dependent upon our
founders and officers and their loss could adversely affect our ability to operate.
|
|
|
·
|
Certain members of our board
of directors and management team may be involved in and have a greater financial interest
in the performance of other entities affiliated with our sponsor, and such activities may
create conflicts of interest in making decisions on our behalf.
|
|
|
·
|
You will not have any rights
or interests in funds from the trust account, except under certain limited circumstances.
Therefore, to liquidate your investment, you may be forced to sell your public shares or
warrants, potentially at a loss.
|
|
|
·
|
Nasdaq may delist our securities
from trading on its exchange, which could limit investors’ ability to make transactions
in our securities and subject us to additional trading restrictions.
|
|
|
·
|
You will not be entitled
to protections normally afforded to investors of many other blank check companies.
|
|
|
·
|
A registration of the Class A
ordinary shares issuable upon exercise of the warrants 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.
|
|
|
·
|
Our initial shareholders
paid an aggregate of $25,000, or approximately $0.007 per founder share and, accordingly,
you will experience immediate and substantial dilution from the purchase of our Class A
ordinary shares.
|
|
|
·
|
We may redeem your unexpired
warrants prior to their exercise at a time that is disadvantageous to you, thereby making
your warrants worthless.
|
|
|
·
|
Past performance by our
management team, our sponsor and their affiliates, including investments and transactions
in which they have participated and businesses with which they have been associated, may
not be indicative of future performance of an investment in the Company.
|
|
|
·
|
Because we are incorporated
under the laws of the Cayman Islands, you may face difficulties in protecting your interests,
and your ability to protect your rights through the U.S. Federal courts may be limited.
|
Cautionary
Note Regarding Forward-Looking Statements AND RISK FACTOR SUMMARY
Some of the statements contained in this prospectus
may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include,
but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
|
|
·
|
our ability to select
an appropriate target business or businesses;
|
|
|
·
|
our ability to complete
our initial business combination;
|
|
|
·
|
our expectations around
the performance of the prospective target business or businesses;
|
|
|
·
|
our success in retaining
or recruiting, or changes required in, our officers, key employees or directors following
our initial business combination;
|
|
|
·
|
our officers and directors
allocating their time to other businesses and potentially having conflicts of interest with
our business or in approving our initial business combination;
|
|
|
·
|
our potential ability
to obtain additional financing to complete our initial business combination;
|
|
|
·
|
our pool of prospective
target businesses;
|
|
|
·
|
our ability to consummate
an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;
|
|
|
·
|
the ability of our
officers and directors to generate a number of potential business combination opportunities;
|
|
|
·
|
our public securities’
potential liquidity and trading;
|
|
|
·
|
the lack of a market
for our securities;
|
|
|
·
|
the use of proceeds
not held in the trust account or available to us from interest income on the trust account
balance;
|
|
|
·
|
the trust account
not being subject to claims of third parties; or
|
|
|
·
|
our financial performance
following this offering.
|
The forward-looking statements contained in this
prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading “Risk Factors”. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws.
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, Consummation
of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
Our public shareholders may not be afforded an opportunity to vote
on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote,
which means we may complete our initial business combination even though a majority of our public shareholders do not support such a
combination.
We may choose not to hold a shareholder vote
to approve our initial business combination unless the business combination would require shareholder approval under applicable law or
stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business
combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and
will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise
require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in
the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public
shares do not approve of the business combination we complete. Please see the section entitled “Proposed Business—Effecting
Our Initial Business Combination—Shareholders May Not Have the Ability to Approve Our Initial Business Combination”
for additional information.
Your only opportunity to effect your investment decision regarding
a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of
directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity
to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment
decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which
will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our
initial business combination.
Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable
to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust
account that are available for distribution to public shareholders, and our warrants will expire worthless.
We expect to encounter competition from other
entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater
technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially
acquire with the net proceeds of this offering and the sale of the private placement warrants and forward purchase units, our ability
to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,
we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business
combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources
available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully
negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive
only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants
will expire worthless.
The ability of our public shareholders to redeem their shares for
cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter
into a business combination with a target.
We may seek to enter into a business combination
transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash
for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many
public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not
be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the underwriter 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 upon completion of our initial business combination, or any greater net tangible asset or cash requirement that 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, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion
of our initial business combination or less than such greater amount necessary to satisfy a closing condition as described above, we
would not proceed with such redemption of our public shares and the related business combination, and we may instead search for an alternate
business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination
transaction with us. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming
shareholders will reflect our obligation to pay the deferred underwriting commissions.
The ability of our public shareholders to exercise redemption rights
with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital
structure.
At the time we enter into an agreement for our
initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to
structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial
business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us
to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements,
or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected,
we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing.
Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable
levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares
results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary
shares at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the
underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share
amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting
commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting
commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize
our capital structure.
The ability of our public shareholders to exercise redemption rights
with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement
requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash
at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination
is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in
need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at
a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment
or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell
your shares in the open market.
The requirement that we complete our initial business combination
within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described
in this prospectus) may give potential target businesses leverage over us in negotiating a business combination and may limit the time
we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline,
which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
Any potential target business with which we
enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within
18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described
in this prospectus). 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 timeframe described above. In addition,
we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected
upon a more comprehensive investigation.
Our search for a business combination, and any partner business
with which we ultimately complete a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic
and the status of debt and equity markets.
The COVID-19 pandemic has resulted in, and a
significant outbreak of other infectious diseases could result in, a widespread health crisis that has adversely affected the economies
and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could
be materially and adversely affected.
Furthermore, we may be unable to complete a business
combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors
or the partner business’s personnel, vendors and services providers are unavailable to negotiate and complete a transaction in
a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which
are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the
actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern
continue for an extensive period of time, our ability to complete a business combination, or the operations of a partner business with
which we ultimately complete a business combination, may be materially adversely affected. In addition, our ability to complete a transaction
may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a
result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to
us or at all.
Finally, the outbreak of COVID-19 may also have
the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the
market for our securities and cross-border transactions.
We may not be able to complete our initial business combination
within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described
in this prospectus), in which case we would cease all operations except for the purpose of winding up and we would redeem our public
shares and liquidate.
We may not be able to find a suitable target
business and complete our initial business combination within 18 months from the closing of this offering (or up to 21 months, if we
extend the time to complete a business combination as described in this prospectus). Our ability to complete our initial business combination
may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.
For example, the COVID-19 pandemic continues to grow both in the U.S. and globally and, while the extent of the impact of the pandemic
on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result
of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at
all. Additionally, the COVID-19 pandemic may negatively impact businesses we may seek to acquire. If we have not completed our initial
business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
If we are unable to consummate our initial business combination
within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described
in this prospectus), our public shareholders may be forced to wait beyond such time period before redemption from our trust account.
If we are unable to consummate our initial
business combination within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business
combination as described in this prospectus), the funds then on deposit in the trust account, including interest earned on the funds
held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), will be used to fund
the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be
effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding
up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders,
as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies
Act. In that case, investors may be forced to wait beyond 18 months from the closing of this offering (or up to 21 months, if we extend
the time to complete a business combination as described in this prospectus) before the redemption proceeds of our trust account become
available to them, and they receive the return of their pro rata portion of the funds from our trust account. We have no obligation to
return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior
thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or
any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.
If we seek shareholder approval of our initial business combination,
our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.
Our initial shareholders will own 20% of our issued
and outstanding ordinary shares immediately following the completion of this offering (assuming our initial shareholders do not purchase
any units in this offering). Our initial shareholders and management team also may from time to time purchase Class A ordinary shares
prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder
approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under
Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of
the company, including the founder shares. As a result, in addition to our initial shareholders’ founder shares, we would need 4,875,001,
or 37.5%, of the 13,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have
our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised).
Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management
team to vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being
the requisite shareholder approval for such initial business combination.
In evaluating a prospective target business
for our initial business combination, our management will rely on the availability of all of the funds from the sale of the forward purchase
units to be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward
purchase units fails to close, we may lack sufficient funds to consummate our initial business combination.
We will enter into a forward purchase agreement with the Sponsor
Affiliate pursuant to which it has agreed to purchase an aggregate of up to 4,000,000 forward purchase units for an aggregate purchase
price of up to $40,000,000 in a private placement that will close simultaneously with the closing of our initial business combination.
If the sale of the forward purchase units does not close by reason of the failure of the Sponsor Affiliate to fund the purchase price
for its forward purchase units, for example, we may lack sufficient funds to consummate our initial business combination.
The funds from the sale of the forward purchase
units are expected to be used as part of the consideration to the sellers in our initial business combination, and to pay expenses in
connection with our initial business combination and may be used, with the agreement of the Sponsor Affiliate, for working capital in
the post-transaction company. If the Sponsor Affiliate does not agree to fund more than the amount necessary to complete the initial
business combination, the post-transaction company may not have enough cash available for working capital. The obligations under the
forward purchase agreement do not depend on whether any public stockholders elect to redeem their shares in connection with our initial
business combination and provide us with a minimum funding level for the initial business combination. However, if the sale of the forward
purchase units does not close by reason of the failure of the Sponsor Affiliate to fund the purchase price for its forward purchase units,
for example, we may lack sufficient funds to consummate our initial business combination. The Sponsor Affiliate’s commitment under
the forward purchase agreement will be subject to approval, prior to our entering into a definitive agreement for our initial business
combination, of its investment committee. Additionally, the Sponsor Affiliate’s obligations to purchase the forward purchase units
are subject to termination prior to the closing of the sale of such securities by mutual written consent, or automatically: (i) if our
initial business combination is not consummated within the completion window; or (ii) if our sponsor or we become subject to any voluntary
or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn
within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property
of our sponsor or us, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. In addition,
the Sponsor Affiliate’s obligations to purchase the forward purchase units are subject to fulfillment of customary closing conditions,
including that our initial business combination must be consummated substantially concurrently with the purchase of the forward purchase
units. In the event of any such failure to fund by the Sponsor Affiliate, any obligation is so terminated or any such condition is not
satisfied and not waived by such party, we may not be able to obtain additional funds to account for such shortfall on terms favorable
to us or at all. Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business
combination company.
If we seek shareholder approval of our initial business combination,
our sponsor, our other initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public
warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float”
of our Class A ordinary shares.
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in
privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination,
although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers,
advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally,
at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material
non-public information), our initial shareholders, directors, officers, advisors or their affiliates may enter into transactions
with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial
business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such
transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be
used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder,
although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption
rights.
In the event that our sponsor, initial shareholders,
directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have
already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem
their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby
increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement
with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce
the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection
with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination
that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the
Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business—Effecting Our
Initial Business Combination—Permitted Purchases of Our Securities” for a description of how our sponsor, directors, officers,
advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction.
In addition, if such purchases are made, the
public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities
may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national
securities exchange.
If a shareholder fails to receive notice of our offer to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering
its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender
offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with
these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not
become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we
will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer
agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any
other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of
this prospectus entitled “Proposed Business—Effecting Our Initial Business Combination—Delivering Share Certificates
in Connection with the Exercise of Redemption Rights.”
We may be unable to obtain additional financing to complete our
initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon
a particular business combination.
We have not selected any specific business
combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds
of this offering and the sale of the private placement warrants and forward purchase units. As a result, if the cash portion of the purchase
price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we
may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing
will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete
our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination
and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the
closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the
post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may
only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and
our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination,
we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could
have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders
is required to provide any financing to us in connection with or after our initial business combination.
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, including geographic area, for evaluating prospective target businesses, it is possible that a target business with which
we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination
with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which
may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain
amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval
for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if
the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination,
our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution
to public shareholders, and our warrants will expire worthless.
We may seek business combination opportunities in industries or
sectors that may be outside of our management’s areas of expertise.
We may consider a business combination outside
of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate
offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent
in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant
risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in
this offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect
to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be
directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management’s
expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be
able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders
following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have
a remedy for such reduction in value.
Resources could be wasted in researching business combinations
that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the
funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
We anticipate that the investigation of each
specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we
decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely
would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial
business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the
related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the
funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
We may have a limited ability to assess the management of a prospective
target business and, as a result, may effect our initial business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting
our initial business combination with a prospective target business, our ability to assess the target business’s management may
be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target
business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations
and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders
following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy
for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.
We may seek acquisition opportunities with an early stage company,
a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete our initial business
combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings,
we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing
in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition
and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent
in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not
have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability
to control or reduce the chances that those risks will adversely impact a target business.
Moreover, in pursuing our business combination
strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally
exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination
on the basis of limited information, which may result in a business combination with a company that is not as profitable (if at all)
as we believed at the time of signing an agreement to acquire such private company or that fails to meet the projections upon which our
valuation may be based.
The officers and directors of an acquisition candidate may resign
upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively
impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s
key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that
certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our
initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
Since our sponsor, officers and directors will lose their entire
investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during
or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate
for our initial business combination.
In June 2021, our sponsor paid $25,000,
or approximately $0.007 per share, to cover certain of our offering costs, in exchange for an aggregate of 3,737,500 founder shares.
The founder shares held by our sponsor will be subject to forfeiture on a pro rata basis in the event the underwriters’ over-allotment
option is not exercised. The purchase price of the founder shares was determined by dividing the amount of expenses paid on behalf of
the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation
that the total size of this offering would be a maximum of 14,950,000 units if the underwriters’ over-allotment option is exercised
in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 487,500 of the
founder shares may be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.
The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to
purchase an aggregate of 7,900,000 private placement warrants (or 8,680,000 private placement warrants if the underwriters’ over-allotment
option is exercised in full) for an aggregate purchase price of $7,900,000 (or $8,680,000 if the underwriters’ over-allotment option
is exercised in full), or $1.00 per warrant. The private placement warrants will also be worthless if we do not complete our initial
business combination. 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 18-month anniversary of the closing of this offering
(or up to 21-month anniversary, if we extend the time to complete a business combination as described in this prospectus) nears, which
is the deadline for our completion of an initial business combination.
The nominal purchase price paid by our sponsor for the founder
shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and
our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination,
even if the business combination causes the trading price of our ordinary shares to decline materially.
While we are offering our units at an offering
price of $10.00 per unit and the amount in the trust account is initially anticipated to be $10.20 per public share, implying an initial
value of $10.20 per public share, our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately
$0.007 per share. As a result, the value of your public shares may be significantly diluted in the event we consummate an initial business
combination. Our sponsor has committed to invest an aggregate of $5,325,000 in us in connection with this offering, comprised of the
$25,000 purchase price for the founder shares and the $7,900,000 purchase price for the private placement warrants (assuming the underwriters’
over-allotment option is not exercised). As a result, even if the trading price of our ordinary shares significantly declines, our sponsor
will stand to make significant profit on its investment in us. In addition, our sponsor could potentially recoup its entire investment
in us even if the trading price of our ordinary shares is less than $1.00 per share and even if the private placement warrants are worthless.
As a result, our sponsor is likely to make a substantial profit on its investment in us even if we select and consummate an initial business
combination that causes the trading price of our ordinary shares to decline, while our public shareholders who purchased their units
in this offering could lose significant value in their public shares. Our sponsor may therefore be economically incentivized to consummate
an initial business combination with a riskier, weaker performing or less established target business than would be the case if our sponsor
had paid the same per share price for the founder shares as our public shareholders paid for their public shares.
Because we must furnish our shareholders with target business financial
statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
The federal proxy rules require that the
proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure.
We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required
under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America (“GAAP”) or international financial reporting standards as
issued by the International Accounting Standards Board (“IFRS”) depending on the circumstances and the historical financial
statements may be required to be audited in accordance with the standards of the PCAOB”. These financial statement requirements
may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements
in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination
within the prescribed time frame.
If the net proceeds of this offering and the sale of the private
placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 18 months following
the closing of the offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus),
it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination,
and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
Of the net proceeds of this offering and the
sale of the private placement warrants, only $1,950,000 will be available to us initially outside the trust account to fund our working
capital requirements. We believe that, upon closing of this offering, the funds available to us outside of the trust account will be
sufficient to allow us to operate for at least the next 18 months following such closing (or up to 21 months, if we extend the time to
complete a business combination as described in this prospectus); however, we cannot assure you that our estimate is accurate. Of the
funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for
a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision
in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with
other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination,
although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the
right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our
breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target
business.
In the event that our offering expenses exceed
our estimate of $750,000, 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. The amount held in the trust account will not be
impacted as a result of such increase or decrease. Conversely, in the event that the offering expenses are less than our estimate of
$750,000, 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 affiliates is under any obligation to advance
funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released
to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants
of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical
to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties
other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide
a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination
because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently,
our public shareholders may only receive an estimated $10.20 per share, or possibly less, on our redemption of our public shares, and
our warrants will expire worthless.
Because our trust account is expected to contain approximately
$10.20 per Class A ordinary share at the time of our initial business combination, our public shareholders may be more incentivized to
redeem their public shares at the time of our initial business combination.
Our trust account will initially contain $10.20 per Class A ordinary
share. This is different than some other similarly structured blank check companies for which the trust account will only contain $10.00
per Class A ordinary share. As a result of the additional funds receivable by public shareholders upon redemption of public shares, our
public shareholders may be more incentivized to redeem their public shares.
Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of
your investment.
Even if we conduct 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 within
a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or
that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be
forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in
our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known
risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items
and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market
perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which
we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to
partially finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain
shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders
or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully
bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business
combination contained an actionable material misstatement or material omission.
If third parties bring claims against us, the funds held in
the trust account could be reduced and the per-share redemption amount received by shareholders 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,
prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest
or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute
such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including,
but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging
the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds
held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,
our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with
such third party if management believes that such third party’s engagement would be in the best interests of the company under
the circumstances. Marcum LLP, our independent registered public accounting firm, and the underwriters of this offering will not execute
agreements with us waiving such claims to the monies held in the trust account.
Examples of possible instances where we may
engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or
skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or
in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such
entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or
agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we 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 shareholders
could be less than the $10.20 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the
letter agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor
has agreed that it will be liable to us if and to the extent any claims by a third party (other than Marcum LLP, our independent registered
public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into
a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds
in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in
the trust account as of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value
of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target
business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities
under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets
are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result,
if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.20 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 directors may decide not to enforce the indemnification obligations
of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
In the event that the funds in the trust account
are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per public share held in the trust account
as of the date of the liquidation of the trust account if less than $10.20 per share due to reductions in the value of the trust assets,
in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor
to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf
against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their
business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost
of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors
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 shareholders may be reduced below $10.20 per share.
The securities in which we invest the funds held in the trust
account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption
amount received by public shareholders may be less than $10.20 per share.
The proceeds held in the trust account will
be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While
short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest
rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee
of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the
event that we do not to complete our initial business combination or make certain amendments to our amended and restated memorandum and
articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account,
plus any interest income earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses). Negative
interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders
may be less than $10.20 per share.
If, after we distribute the funds in the trust account to our public
shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that
is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be
viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims
of punitive damages.
If, after we distribute the funds in the trust
account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result,
a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us
to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
If, before distributing the funds in the trust account to our public
shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that
is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the funds in the trust
account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, the funds held in the trust account could be subject to applicable bankruptcy or insolvency law,
and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.
Our shareholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or
permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the
ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in
the Cayman Islands.
Our initial shareholders will control the appointment 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 appoint all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring
shareholder vote, potentially in a manner that you do not support.
Upon the closing of this offering, our initial
shareholders will own 20% of our issued and outstanding ordinary shares (assuming they do not purchase any units in this offering). In
addition, prior to our initial business combination, holders of the founder shares will have the right to appoint all of our directors
and may remove members of the board of directors for any reason in any general meeting held prior to or in connection with the completion
of our initial business combination. Holders of our public shares will have no right to vote on the appointment of directors during such
time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution
passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting. As a result, you will not have
any influence over the appointment of directors prior to our initial business combination.
In addition, as a result of their substantial
ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially
in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association and approval
of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in this offering or in the aftermarket
or in privately negotiated transactions, this would increase their influence over these actions. Neither our initial shareholders nor,
to our knowledge, any of our directors or officers, have any current intention to purchase additional securities, other than as disclosed
in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading
price of our Class A ordinary shares. Accordingly, our initial shareholders will exert significant influence over actions requiring a
shareholder vote at least until the completion of our initial business combination.
We may not hold an annual general meeting until after the consummation
of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.
In accordance with Nasdaq corporate governance
requirements, we are required to hold an annual general meeting no later than one year after our first fiscal year end following our
listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint
directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and
to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being
appointed in each year and each class (except for those directors appointed prior to our first general meeting) serving a three-year
term. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment
of directors until after the consummation of our initial business combination.
Because we are neither limited to evaluating a target business
in a particular industry sector nor have we selected any 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.
Although
we expect to invest in a Latin American business or a Hispanic-owned business in the United
States, our efforts to identify a prospective initial business combination target will not
be limited to a particular industry, sector or geographic region. While we may pursue an
initial business combination opportunity in any industry or sector, we intend to capitalize
on the ability of our management team to identify and acquire a business or businesses that
can benefit from our management team’s established global relationships and operating
experience. Our management team has extensive experience in identifying and executing strategic
investments regionally and has done so successfully in a number of early stage companies
across a variety of industries and end markets, including companies in the fintech, digital
infrastructure, consumer goods, education, healthcare, consumer finance and logistics
sectors, among others. Our amended and restated memorandum and articles of association prohibit
us from effectuating a business combination with another blank check company or similar company
with nominal operations. Because we have not yet selected or approached any specific target
business with respect to a business combination, there is no basis to evaluate the possible
merits or risks of any particular target business’s operations, results of operations,
cash flows, liquidity, financial condition or prospects. To the extent we complete our initial
business combination, we may be affected by numerous risks inherent in the business operations
with which we combine. For example, if we combine with a financially unstable business or
an entity lacking an established record of sales or earnings, we may be affected by the risks
inherent in the business and operations of a financially unstable or a development stage
entity. Although our officers and directors will endeavor to evaluate the risks inherent
in a particular target business, we cannot assure you that we will properly ascertain or
assess all of the significant risk factors or that we will have adequate time to complete
due diligence. Furthermore, some of these risks may be outside of our control and leave us
with no ability to control or reduce the chances that those risks will adversely impact a
target business. We also cannot assure you that an investment in our units will ultimately
prove to be more favorable to investors than a direct investment, if such opportunity were
available, in a business combination target. Accordingly, any shareholders who choose to
remain shareholders following the business combination could suffer a reduction in the value
of their securities. Such shareholders are unlikely to have a remedy for such reduction in
value unless they are able to successfully claim that the reduction was due to the breach
by our officers or directors of a duty of care or other fiduciary duty owed to them, or if
they are able to successfully bring a private claim under securities laws that the proxy
solicitation or tender offer materials, as applicable, relating to the business combination
contained an actionable material misstatement or material omission.
We are not required to obtain an opinion from an independent investment
banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price
we are paying for the business is fair to our shareholders from a financial point of view.
Unless we complete our initial business combination
with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses
(including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking
firm which is a member of FINRA or from a valuation or appraisal firm that the price we are paying is fair to our shareholders from a
financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will
determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in
our proxy materials or tender offer documents, as applicable, related to our initial business combination.
Unlike some other similarly structured special purpose acquisition
companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an
initial business combination.
The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on
a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities other than forward purchase units are issued or deemed issued in connection with our initial business combination, the number
of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number
of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares
by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the
consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable
for or convertible into Class A ordinary shares issued, or to be issued, pursuant to the forward purchase agreement or to any seller
in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of
working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively
impact the value of our shareholders’ investment in us.
Although we have no commitments as of the date
of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may
choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur
any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies
held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account.
Nevertheless, the incurrence of debt could have a variety of negative effects, including:
|
|
·
|
default and foreclosure
on our assets if our operating revenues after an initial business combination are insufficient
to repay our debt obligations;
|
|
|
·
|
acceleration of our
obligations to repay the indebtedness even if we make all principal and interest payments
when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant;
|
|
|
·
|
our immediate payment
of all principal and accrued interest, if any, if the debt security is payable on demand;
|
|
|
·
|
our inability to obtain
necessary additional financing if the debt security contains covenants restricting our ability
to obtain such financing while the debt security is outstanding;
|
|
|
·
|
our inability to pay
dividends on our Class A ordinary shares;
|
|
|
·
|
using a substantial
portion of our cash flow to pay principal and interest on our debt, which will reduce the
funds available for dividends on our Class A ordinary shares, expenses, capital expenditures,
acquisitions and other general corporate purposes;
|
|
|
·
|
limitations on our
flexibility in planning for and reacting to changes in our business and in the industry in
which we operate;
|
|
|
·
|
increased vulnerability
to adverse changes in general economic, industry and competitive conditions and adverse changes
in government regulation; and
|
|
|
·
|
limitations on our
ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt
service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
|
We may only be able to complete one business combination with
the proceeds of this offering, the sale of the private placement warrants and the sale of the forward purchase units, if any, which will
cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability.
The net proceeds from this offering and the
private placement of warrants would provide us with $132,600,000 (or $152,490,000 if the underwriters’ over-allotment option is
exercised in full), and after payment of $4,550,000, or up to $5,232,500 if the over-allotment option is exercised in full, of deferred
underwriting commissions, and including up to $40,000,000 to be raised pursuant to the forward purchase agreement, we would have $168,050,000,
or $187,257,500 if the underwriters’ over-allotment option is exercised in full, that we may use to complete our initial business
combination. We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously
or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target
business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file
pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as
if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of
diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify
our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources
to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects
for our success may be:
|
|
·
|
solely dependent upon
the performance of a single business, property or asset, or
|
|
|
·
|
dependent upon the
development or market acceptance of a single or limited number of products, processes or
services.
|
This lack of diversification may subject us to
numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry
in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may seek business combination opportunities
with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our
desired results.
We may seek business combination
opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement
such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination
may not be as successful as we anticipate.
To the extent we complete our initial business
combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent
in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our
management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to
properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve
our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that
we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control
or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful
as a combination with a smaller, less complex organization.
Our management may not be able to maintain control of a target
business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management
will possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination
so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets
of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to
be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not
meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior
to the business combination may collectively own a minority interest in the post business combination company, depending on valuations
ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial
number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of
a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number
of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued
and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently
combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially
acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the 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 shareholders do not agree.
Our amended and restated memorandum and articles
of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be
less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash
consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the
retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a
substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder
approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors,
advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary
shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed
business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any
shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search
for an alternate business combination.
Certain agreements related to this offering may be amended without
shareholder approval.
Each of the agreements related to this offering
to which we are a party, other than the warrant agreement (except for provisions of the warrant agreement enabling amendments without
shareholder or warrant holder approval that are necessary in the good faith determination of our board of directors (taking into account
then existing market precedents) to allow for the warrants to be classified as equity in our financial statements) and the investment
management trust agreement, may be amended without shareholder approval. Such agreements are: the underwriting agreement; the letter
agreement among us and our initial shareholders, sponsor, officers and directors; the registration rights agreement among us and our
initial shareholders; the private placement warrants purchase agreement between us and our sponsor; and the forward purchase agreement
between us and the Sponsor Affiliate. These agreements contain various provisions that our public shareholders might deem to be material.
For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares,
private placement warrants and other securities held by our initial shareholders, sponsor, officers and directors. Amendments to such
agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which
may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors
to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors,
in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement.
Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials
or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our
material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders,
may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect
on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial
shareholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of
our securities.
Our initial shareholders control a substantial interest in us and
thus may exert substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
Upon closing of this offering, our initial shareholders
will own 20% of our issued and outstanding ordinary shares (assuming they do not purchase any units in this offering). Accordingly, they
may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including
amendments to our amended and restated memorandum and articles of association. If our initial shareholders purchase any units in this
offering or if our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated
transactions, this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers or directors,
have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered
in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In
addition, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each of which
will generally serve for a terms for three years with only one class of directors being appointed in each year. We may not hold an annual
general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current
directors will continue in office until at least the completion of the business combination. If there is an annual general meeting following
the business combination, as a consequence of our “staggered” board of directors, only a minority of the board of directors
will be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence
regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial
business combination.
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 preparing for
an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets
may be available to consummate an initial business combination.
In addition, because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms.
Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or
increases in the cost of additional capital needed to close business combinations or operate targets post business combination. This
could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination,
and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.
Risks Relating to our Sponsor and Management
Team
We are dependent upon our founders and officers and their loss
could adversely affect our ability to operate.
Our operations are dependent upon a relatively
small group of individuals and, in particular, our founders and officers. We believe that our success depends on the continued service
of our founders and officers, at least until we have completed our initial business combination. In addition, our founders and officers
are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating
their time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
We do not have an employment agreement with, or key-man insurance on the life of, any of our founders or officers. The unexpected loss
of the services of one or more of our founders 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, it is likely that some or all of the management of the target business will remain
in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you
that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating
a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination, and a particular business combination may be conditioned
on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial
business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination
is the most advantageous.
Our key personnel may be able to remain with
our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.
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 businesses. We do not intend to have any full-time employees prior
to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be
entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.
Our independent director nominees also serve as officers and 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. For a complete discussion of our officers’ and directors’ other business affairs, please see “Management—
Officers and Directors.”
Our officers and directors presently have, and any of them in the
future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in
determining to which entity a particular business opportunity should be presented.
Following the completion of this offering and
until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more
businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual
obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity
to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should
be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior
to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer
or director is or will be required to present a business combination opportunity to such entity. Our amended and restated memorandum
and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director
or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly
in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in
being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director
or officer on the one hand, and us, on the other.
In addition, our sponsor and our officers and
directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment
ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may
present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential
conflicts would materially affect our ability to complete our initial business combination because our management team has significant
experience in identifying and executing multiple acquisition opportunities simultaneously, and as we believe there are a number of potential
opportunities within the industries and geographies of our primary focus.
For a complete discussion of our officers’
and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Management—Officers
and Directors,” “Management—Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”
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 sponsor, our directors or officers, although we do not intend to do so.
Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types
conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result
in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. See the section titled “Description of Securities—Certain Differences in Corporate Law—Shareholders’
Suits” for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim
we may make against them for such reason.
We may engage in a business combination with one or more target
businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which
may raise potential conflicts of interest.
In light of the involvement of our sponsor, officers
and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors or
other existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those
described under “Management—Conflicts of Interest.” Such entities may compete with us for business combination opportunities.
Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination
with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with
any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities,
we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth
in “Proposed Business—Effecting Our Initial Business Combination—Evaluation of a Target Business and Structuring of
Our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors.
Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal
firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international
businesses affiliated with our sponsor, officers, directors or other existing holders, potential conflicts of interest still may exist
and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent
any conflicts of interest.
Certain members of our board of directors and management team may
be involved in and have a greater financial interest in the performance of other entities affiliated with our sponsor, and such activities
may create conflicts of interest in making decisions on our behalf.
Certain of our directors and members of our management
team may be subject to a variety of conflicts of interest relating to their responsibilities to our sponsor and its other affiliates.
Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other affiliated entities.
Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities
owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore,
certain of our principals and employees may have a greater financial interest in the performance of such other affiliated entities than
our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of
such other entities.
Risks Relating to our Securities
You will not have any rights or interests in funds from the trust
account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares
or warrants, potentially at a loss.
Our public shareholders will be entitled to
receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination,
and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the
limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we
do not complete our initial business combination within 18 months from the closing of this offering (or up to 21 months, if we extend
the time to complete a business combination as described in this prospectus) or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares
if we have not completed an initial business combination within 18 months from the closing of this offering (or up to 21 months, if we
extend the time to complete a business combination as described in this prospectus), subject to applicable law and as further described
herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants
will not have any right to the funds held in the trust account. Accordingly, to liquidate your investment, you may be forced to sell
your public shares or warrants, potentially at a loss.
Nasdaq may delist our securities from trading on its exchange,
which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We have applied to list our units on the Nasdaq
Global Market (“Nasdaq”). We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus.
Following the date that the Class A ordinary shares and warrants are eligible to trade separately, we anticipate that the Class A
ordinary shares and warrants will be separately listed on Nasdaq. Although after giving effect to this offering we expect to meet, on
a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities
will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing
our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price
levels. Generally, we must maintain a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection
with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements,
which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities
on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share. We cannot assure you that we will
be able to meet those initial listing requirements at that time.
If Nasdaq delists our securities from trading
on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be
quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
|
|
·
|
a limited availability
of market quotations for our securities;
|
|
|
·
|
reduced liquidity
for our securities;
|
|
|
·
|
a determination that
our Class A ordinary shares are a “penny stock” which will require brokers
trading in our Class A ordinary shares to adhere to more stringent rules and possibly
result in a reduced level of trading activity in the secondary trading market for our securities;
|
|
|
·
|
a limited amount of
news and analyst coverage; and
|
|
|
·
|
a decreased ability
to issue additional securities or obtain additional financing in the future.
|
The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Because we expect that our units and eventually our Class A ordinary shares and warrants
will be listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute.
Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate
companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the
sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the
sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check
companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies
in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute
and we would be subject to regulation in each state in which we offer our securities.
Holders of our public shares will not be entitled
to vote on the appointment of directors prior to our initial business combination.
Prior to our initial business
combination, only holders of Class B ordinary shares will have the right to appointment directors in any general meeting. Holders
of our public shares will not be entitled to vote on the appointment of directors during such time. Accordingly, you may not have any
say in the management of our company prior to the completion of an initial business combination.
You will not be entitled to protections normally afforded to investors
of many other blank check companies.
Since the net proceeds of this offering and the
sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that
has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because
we will have net tangible assets in excess of $5,000,000 upon the completion of this offering and the sale of the private placement warrants
and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated
by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits
or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period
of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject
to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and
until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a
more detailed comparison of our offering to offerings that comply with Rule 419, please see “Proposed Business—Comparison
of This Offering to Those of Blank Check Companies Subject to Rule 419.”
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed
to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem such shares in excess of 15% of our
Class A ordinary shares.
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15%
of the shares sold in this offering without our prior consent, which we refer to as the “Excess Shares.” However, we would
not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business
combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally,
you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. As a
result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell
your shares in open market transactions, potentially at a loss.
Our warrant agreement will designate the courts of the State of
New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types
of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain
a favorable judicial forum for disputes with our company.
Our warrant agreement will provide that, subject
to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement,
including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall
be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions
of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of our 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.
If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make
it difficult for us to complete our initial business combination.
If we are deemed to be an investment company
under the Investment Company Act, our activities may be restricted, including:
|
|
·
|
restrictions on the
nature of our investments; and
|
|
|
·
|
restrictions on the
issuance of securities,
|
each of which may make it difficult for us to complete our initial
business combination. In addition, we may have imposed upon us burdensome requirements, including:
|
|
·
|
registration as an
investment company with the SEC;
|
|
|
·
|
adoption of a specific
form of corporate structure; and
|
|
|
·
|
reporting, record
keeping, voting, proxy and disclosure requirements and other rules and regulations that
we are not subject to.
|
In order not to be regulated as an investment
company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business
other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding
or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and
cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate
the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit
from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal
activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in
United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a
maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted
to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business
plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a
merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the
Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or
investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the
completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a
shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we
do not complete our initial business combination within 18 months from the closing of this offering (or up to 21 months, if we extend
the time to complete a business combination as described in this prospectus) or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination
within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described
in this prospectus), our return of the funds held in the trust account to our public shareholders as part of our redemption of the public
shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were
deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses
for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our
initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that
are available for distribution to public shareholders, and our warrants will expire worthless.
A registration of the Class A ordinary shares issuable upon
exercise of the warrants 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.
If the issuance of the Class A ordinary
shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act
and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no
value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full
unit purchase price solely for the Class A ordinary shares included in the units.
While we have registered the Class A ordinary
shares issuable upon exercise of the warrants under the Securities Act as part of the registration statement of which this prospectus
forms a part, we do not plan on keeping a prospectus current until required to do so pursuant to the warrant agreement. Pursuant to the
terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing
of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment
to the registration statement of which this prospectus forms a part or a new registration statement covering the registration under the
Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable
efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current
prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of
the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example,
any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus,
the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.
If the Class A ordinary shares issuable
upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, under the terms
of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead,
will be required to do so on a cashless basis, in which case the number of Class A ordinary shares that the holders of warrants
will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.361 Class A ordinary
shares per warrant (subject to adjustment).
In no event will warrants be exercisable for
cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the
issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder,
or an exemption from registration or qualification is available.
If our Class A ordinary shares are at
the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered
securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek
to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of
the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register
or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use
our commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws
to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential
“upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A
ordinary shares upon a cashless exercise of the warrants they hold than they would have upon a cash exercise.
In no event will we be required to net cash
settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for
the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable
state securities laws 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 Class A ordinary shares included in the units. There may be a circumstance
where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding
exemption does not exist for holders of the public warrants included as part of units sold in this offering. In such an instance, our
sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants
and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants
and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even
if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As
a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants. Our ability
to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there
is no effective registration statement covering the Class A ordinary shares issuable upon exercise of these warrants will cause
holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been
able to pay the exercise price of their warrants in cash.
If we call the warrants for redemption, we will
have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis in the circumstances
described in “Description of Securities—Warrants—Redemption of Warrants When the Price per Class A Ordinary Share
Equals or Exceeds $10.00”. If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to
do so when there is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise
will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising
875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of
$17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A
ordinary shares. The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have
the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder
will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants it holds.
The grant of registration rights to our initial shareholders
and holders of our private placement warrants and forward purchase units may make it more difficult to complete our initial business
combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
Pursuant to an agreement to be entered into
concurrently with the issuance and sale of the securities in this offering, our initial shareholders and their permitted transferees
can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement
warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares
issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion of working capital
loans may demand that we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise of such warrants.
Pursuant to the forward purchase agreement, we have agreed that we will use our commercially reasonable efforts to file within 30 days
after the closing of our initial business combination a registration statement with the SEC for a secondary offering of the forward purchase
shares and the forward purchase warrants (and the underlying Class A ordinary shares) and to cause such registration statement to be
declared effective as soon as practicable after it is filed. We will bear the cost of registering these securities. The registration
and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market
price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination
more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek
in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary
shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement warrants, holders
of our forward purchase units or holders of our working capital loans or their respective permitted transferees are registered.
We may issue additional Class A ordinary shares or preferred
shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time
of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the
interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles
of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B
ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share. Immediately after this offering,
there will be 187,000,000 and 16,750,000 (assuming in each case that the underwriters have not exercised their over-allotment option
and the forfeiture of 487,500 Class B ordinary shares and no forward purchase units are issued) authorized but unissued Class A
ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares
reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares. The
Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately following
the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein
and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A
ordinary shares or equity-linked securities related to our initial business combination. Immediately after this offering, there will
be no preferred shares issued and outstanding.
We may issue a substantial number of additional
Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after
completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary
shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions
as set forth therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior
to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds
from the trust account or (ii) vote on any initial business combination. These provisions of our amended and restated memorandum
and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with
a shareholder vote. The issuance of additional ordinary or preferred shares:
|
|
·
|
may significantly
dilute the equity interest of investors in this offering;
|
|
|
·
|
may subordinate the
rights of holders of Class A ordinary shares if preferred shares are issued with rights
senior to those afforded our Class A ordinary shares;
|
|
|
·
|
could cause a change
in control if a substantial number of Class A ordinary shares are issued, which could
result in the resignation or removal of our present officers and directors; and
|
|
|
·
|
may adversely affect
prevailing market prices for our units, Class A ordinary shares and/or warrants.
|
We cannot assure you that we will not seek to amend our amended
and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete
our initial business combination that our shareholders may not support.
In order to effectuate a business combination,
special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments,
including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination,
increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants,
amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated
memorandum and articles of association requires a special resolution under Cayman Islands law, which requires the affirmative vote of
a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and amending our warrant
agreement will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms
of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the
then outstanding private placement warrants (except for provisions of the warrant agreement enabling amendments without shareholder or
warrant holder approval that are necessary in the good faith determination of our board of directors (taking into account then existing
market precedents) to allow for the warrants to be classified as equity in our financial statements). In addition, our amended and restated
memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares
for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete an initial business combination within 18 months of the closing of this offering (or up to 21 months, if we extend
the time to complete a business combination as described in this prospectus) or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed
to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption
from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments
or extend the time to consummate an initial business combination in order to effectuate our initial business combination.
The provisions of our amended and restated memorandum and articles
of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release
of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares who attend
and vote at a general meeting of the company (or 65% of our ordinary shares who attend and vote at a general meeting of the company with
respect to amendments to the trust agreement governing the release of funds from our trust account), which is a lower amendment threshold
than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated
memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders
may not support.
Our amended and restated memorandum and articles
of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit
proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified
circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution
under Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and
vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our
trust account may be amended if approved by holders of 65% of our ordinary shares who attend and vote at a general meeting of the company.
Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (assuming
they do not purchase any units in this offering), will participate in any vote to amend our amended and restated memorandum and articles
of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to
amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior
more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination
with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and
articles of association.
Our sponsor, officers and directors have agreed,
pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing
of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless
we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding
public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have
the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event
of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
Our initial shareholders paid an aggregate of $25,000, or approximately
$0.007 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A
ordinary shares.
The difference between the public offering
price per share (allocating all of the unit purchase price to the Class A ordinary share and none to the warrant included in the
unit) and the pro forma net tangible book value per share of our Class A ordinary shares after this offering constitutes the dilution
to you and the other investors in this offering. Our initial shareholders acquired the founder shares at a nominal price, significantly
contributing to this dilution. Upon closing of this offering, and assuming no value is ascribed to the warrants included in the units,
you and the other public shareholders will incur an immediate and substantial dilution of approximately 145.90% (or $14.59 per share,
assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value
per share after this offering of $(4.59) and the initial offering price of $10.00 per unit. This dilution would increase to the extent
that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one
basis upon conversion of the founder shares at the time of our initial business combination. In addition, because of the anti-dilution
protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would
be disproportionately dilutive to our Class A ordinary shares.
We may amend the terms of the warrants in a manner that may be
adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants, or for
amendments necessary for the warrants to be classified as equity. As a result, the exercise price of your warrants could be increased,
the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be
decreased, all without your approval.
Our warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity
or correct any defective provision or to make any amendments that are necessary in the good faith determination of our board of directors
(taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements,
but otherwise requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely
affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants (i) in
a manner adverse to a holder of public warrants if holders of at least 65% of the then outstanding public warrants approve of such amendment
or (ii) to the extent necessary for the warrants in the good faith determination of our board of directors (taking into account
then existing market precedents) to allow for the warrants to be classified as equity in our financial statements without the consent
of any shareholder or warrant holder. Although our ability to amend the terms of the public warrants with the consent of at least 65%
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 shares, shorten the exercise period or decrease the number of Class A
ordinary shares purchasable upon exercise of a warrant.
A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.
If (i) we issue additional ordinary shares
or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly
Issued Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination (net
of redemptions), and (iii) the Market Value of our Class A ordinary shares is below $9.20 per share, the exercise price of
the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal
to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business
combination with a target business.
Our warrants are expected to be accounted for as a warrant liability
and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse
effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business
combination.
Following the consummation of this offering
and the concurrent private placement of warrants, we will issue an aggregate of 14,400,000 warrants
in connection with this offering (comprised of the 6,500,000 warrants included in the units
and the 7,900,000 private placement warrants, assuming the underwriters’ over-allotment
option is not exercised). We expect to account for these as a warrant liability and will record at fair value upon issuance any
changes in fair value each period reported in earnings as determined us based upon a valuation report obtained from its independent third
party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A
ordinary shares. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability,
which may make it more difficult for us to consummate an initial business combination with a target business.
We may redeem your unexpired warrants prior to their exercise at
a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things,
the Reference Value equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like). Please see “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00.” If and when the warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all
applicable state securities laws. Redemption of the outstanding warrants as described above could force you to (i) exercise your
warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants
at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price
which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the Market Value of
your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted
transferees.
In addition, we have the ability to redeem the
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among
other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number
of our Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares.
Please see “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of Warrants When
the Price per Class A Ordinary Share Equals or Exceeds $10.00”. The value received upon exercise of the warrants (1) may
be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share
price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares
received is capped at 0.361 of our Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life
of the warrants.
Our warrants may have an adverse effect on
the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
We will be issuing warrants to purchase 6,500,000
of our Class A ordinary shares (or up to 7,475,000 Class A ordinary shares if the underwriters’ over-allotment option
is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will
be issuing in a private placement an aggregate of 7,900,000 private placement warrants (or 8,680,000 private placement warrants if the
underwriters’ over-allotment option is exercised in full), at $1.00 per warrant. In addition, if the sponsor makes any working
capital loans, it may convert those loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant.
We will enter into a forward purchase agreement with the Sponsor Affiliate pursuant to which it has agreed to purchase an aggregate of
up to 4,000,000 forward purchase units for a purchase price of $10.00 per forward purchase unit, or an aggregate purchase price of up
to $40,000,000 in a private placement that will occur simultaneously with the closing of our initial business combination. To the extent
we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A
ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants,
when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A
ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business
transaction or increase the cost of acquiring the target business.
The private placement warrants are identical
to the warrants sold as part of the units in this offering except that, so long as they are held by our sponsor or its permitted transferees:
(1) they will not be redeemable by us (except as described below under “Description of Securities—Redeemable Warrants—
Public Shareholders’ Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”);
(2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions,
be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; (3) they may
be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants)
are entitled to registration rights.
Because each unit contains one-half of one warrant and only a whole
warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.
Each unit contains one-half of one warrant. Pursuant
to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon
exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down
to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. 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, thus making us, we believe, a more attractive merger partner
for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase
one whole share.
The determination of the offering price of our units 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 the representatives
of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount
the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices
and terms of the units, including the Class A ordinary shares and warrants underlying the units, include:
|
|
·
|
the history and prospects
of companies whose principal business is the acquisition of other companies;
|
|
|
·
|
prior offerings of
those companies;
|
|
|
·
|
our prospects for
acquiring an operating business at attractive values;
|
|
|
·
|
a review of debt to
equity ratios in leveraged transactions;
|
|
|
·
|
an assessment of our
management and their experience in identifying operating companies;
|
|
|
·
|
general conditions
of the securities markets at the time of this offering; and
|
|
|
·
|
other factors as were
deemed relevant.
|
Although these factors were considered, the determination
of our offering size, price and terms of the Units is more arbitrary than the pricing of securities of an operating company in a particular
industry since we have no historical operations or financial results.
There is currently no market for our securities and a market for
our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities.
Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following
this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market
or economic conditions, including as a result of the COVID-19 pandemic. Furthermore, an active trading market for our securities may
never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established
and sustained.
Provisions in our amended and restated memorandum and articles
of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A
ordinary shares and could entrench management.
Our amended and restated memorandum and articles
of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best
interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of
and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that
otherwise could involve payment of a premium over prevailing market prices for our securities.
Since only holders of our founder shares will have the right to
vote on the appointment of directors, upon the listing of our shares on Nasdaq, Nasdaq may consider us to be a “controlled company”
within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
After completion of this offering, only holders
of our founder shares will have the right to vote on the appointment of directors. As a result, Nasdaq may consider us to be a “controlled
company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of
which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and
may elect not to comply with certain corporate governance requirements, including the requirements that:
|
|
·
|
we have a board that
includes a majority of “independent directors,” as defined under the rules of
Nasdaq;
|
|
|
·
|
we have a compensation
committee of our board that is comprised entirely of independent directors with a written
charter addressing the committee’s purpose and responsibilities; and
|
|
|
·
|
to the extent that
we have one, our nominating and corporate governance committee must be comprised entirely
of independent directors with a written charter addressing the committee’s purpose
and responsibilities
|
We do not intend to utilize these exemptions and intend to comply
with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to
utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject
to all of Nasdaq corporate governance requirements.
An investment in this offering may result
in uncertain or adverse United States federal income tax consequences.
An investment in this offering may result in
uncertain United States federal income tax consequences. For instance, because there are no authorities that directly address instruments
similar to the units we are issuing in this offering, the allocation an investor makes with respect to the purchase price of a unit between
the Class A ordinary shares and the one-half of one warrant to purchase Class A ordinary shares included in each unit could
be challenged by the IRS or courts. Furthermore, the United States federal income tax consequences of a cashless exercise of warrants
included in the units we are issuing in this offering is unclear under current law. Finally, it is unclear whether the redemption rights
with respect to our ordinary shares suspend the running of a U.S. Holder’s (as defined below in “Taxation—United States
Federal Income Taxation—General”) holding period for purposes of determining whether any gain or loss realized by such holder
on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we
pay would be considered “qualified dividends” for United States federal income tax purposes. See the section titled “Taxation—United
States Federal Income Taxation” for a summary of the United States federal income tax considerations of an investment in our securities.
Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding
or disposing of our securities.
Risks Associated with Acquiring and Operating
a Business in Foreign Countries
If we effect our initial business combination with a company located
outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
We intend to pursue a target company with operations
or opportunities outside of the United States for our initial business combination, which may subject us to additional burdens in connection
with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination,
we would be subject to a variety of additional risks that may negatively impact our operations.
If we pursue a target a company with operations
or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes
in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination
with such a company, we would be subject to any special considerations or risks associated with companies operating in an international
setting, including any of the following:
|
|
·
|
costs and difficulties
inherent in managing cross-border business operations, including differences between U.S.
GAAP and the International Accounting Standards;
|
|
|
·
|
rules and regulations
regarding currency redemption;
|
|
|
·
|
complex corporate
withholding taxes on individuals;
|
|
|
·
|
laws governing the
manner in which future business combinations may be effected;
|
|
|
·
|
exchange listing and/or
delisting requirements;
|
|
|
·
|
tariffs and trade
barriers;
|
|
|
·
|
regulations related
to customs and import/export matters;
|
|
|
·
|
local or regional
economic policies and market conditions;
|
|
|
·
|
unexpected changes
in regulatory requirements;
|
|
|
·
|
challenges in managing
and staffing international operations;
|
|
|
·
|
tax issues, such as
tax law changes and variations in tax laws as compared to the United States;
|
|
|
·
|
currency fluctuations
and exchange controls;
|
|
|
·
|
challenges in collecting
accounts receivable;
|
|
|
·
|
cultural and language
differences;
|
|
|
·
|
employment regulations;
|
|
|
·
|
underdeveloped or
unpredictable legal or regulatory systems;
|
|
|
·
|
protection of intellectual
property;
|
|
|
·
|
social unrest, crime,
strikes, riots and civil disturbances;
|
|
|
·
|
regime changes and
political upheaval;
|
|
|
·
|
terrorist attacks
and wars; and
|
|
|
·
|
deterioration of political
relations with the United States.
|
We may not be able to adequately address these
additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such
initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and
results of operations.
If our management following our initial business combination is
unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could
lead to various regulatory issues.
Following our initial business combination, our
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination will remain in place. Management of the target business may not be familiar with United States securities
laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our
operations.
After our initial business combination, substantially all of our
assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country.
Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies,
developments and conditions in the country in which we operate.
The economic, political and social conditions,
as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be
uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future
such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in
certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find
an attractive target business with which to consummate our initial business combination and if we effect our initial business combination,
the ability of that target business to become profitable.
Exchange rate fluctuations and currency policies may cause a target
business’ ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. target, all
revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if
any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions
fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of
such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial
business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the
dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase,
which may make it less likely that we are able to consummate such transaction.
We may reincorporate in another jurisdiction in connection with
our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may
not be able to enforce our legal rights.
In connection with our initial business combination,
we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the
laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce
or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
Transactions in connection with or in anticipation
of our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As
a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.
Although we will attempt to structure transactions
in connection with our initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant
facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example,
in anticipation of or as a result of our initial business combination and subject to requisite shareholder approval under the Companies
Act, we may enter into one or more transactions that require shareholders and/or warrant holders to recognize gain or income for tax
purposes or otherwise increase their tax burden. We do not intend to make any cash distributions to shareholders or warrant holders to
pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a warrant holder may be required to
satisfy any liability resulting from any such transactions with cash from its own funds or by selling all or a portion of such holder’s
shares or warrants.
Furthermore, we may effect a business combination
with a target company that has business operations outside of the Cayman Islands and, possibly, business operations in multiple jurisdictions,
and we may reincorporate in a different jurisdiction in connection therewith (including, but not limited to, the jurisdiction in which
the target company or business is located). If we effect any such transaction, including such a reincorporation, we could be subject
to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries
related to those jurisdictions (including the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its
members are resident if it is a tax transparent entity). Due to the complexity of tax obligations and filings in many jurisdictions,
we may have a heightened risk related to audits or examinations by taxing authorities. This additional complexity and risk could have
an adverse effect on our after-tax profitability and financial condition. In addition, shareholders or warrant holders may be subject
to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
We are subject to changing law and regulations regarding regulatory
matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations
by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of
investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable
law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased
general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance
activities.
Moreover, because these laws, regulations and
standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.
This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions
to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may
be subject to penalty and our business may be harmed.
We employ a mail forwarding service, which may delay or disrupt
our ability to receive mail in a timely manner.
Mail addressed to the Company and received at
its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company,
its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman
Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability
to communicate with us.
We may be a passive foreign investment company, or “PFIC,”
which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Taxation—U.S.
Federal Income Tax Considerations”) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse
U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent
taxable years may depend on the status of an acquired company pursuant to a business combination and whether we qualify for the PFIC
start-up exception (see the section of this prospectus captioned “Taxation—U.S. Federal Income Tax Considerations—U.S.
Holders—Passive Foreign Investment Company Rules”). Depending on the particular circumstances, the application of the start-up
exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly,
there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual
PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the
start-up exception, potentially not until after the two taxable years following our current taxable year). Moreover, if we determine
we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (the
“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain
a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information,
and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisers
regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification
to U.S. Holders, see the section of this prospectus captioned “Taxation—U.S. Federal Income Tax Considerations—U.S.
Holders—Passive Foreign Investment Company Rules.”
After our initial business combination, it is possible that a majority
of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore,
investors may not be able to enforce federal securities laws or their other legal rights.
It is possible that after our initial business
combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located
outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to
enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States
courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.
We will be exposed to certain risks that are particular to investing
in emerging and other markets.
In seeking significant investment exposure in
Latin American countries, we are subject to political, economic, legal, operational and other risks that are inherent to operating and
investing in these countries. These risks range from difficulties in settling transactions in emerging markets due to possible nationalization,
expropriation, price controls and other restrictive governmental actions. We will also face the risk that exchange controls or similar
restrictions imposed by foreign governmental authorities may restrict our ability to convert local currency received or held by us in
their countries into U.S. dollars or other currencies, or to take those dollars or other currencies out of those countries.
General Risk Factors
We are a blank check company with no operating history and no revenues,
and you have no basis on which to evaluate our ability to achieve our business objective.
We are a blank check company incorporated under
the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering.
Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing
our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a
business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination,
we will never generate any operating revenues.
Our independent registered public accounting firm’s report
contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
As of September 30, 2021, we had no cash and
a working capital deficit of $312,697. Further, we have incurred and expect to continue to incur significant costs in pursuit of our
financing and acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the
section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors,
among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere
in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to
continue as a going concern.
Past performance by our management team, our sponsor and their
affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,
may not be indicative of future performance of an investment in the Company.
Information regarding our management team and
their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,
is presented for informational purposes only. Any past experience and performance by our management team and their affiliates and the
businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate
for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect
to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and
their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated,
as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our
management team or their affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond
our control, and our shareholders may experience losses on their investment in our securities.
Cyber incidents or attacks directed at us could result in information
theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including
information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated
and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties
or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.
As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such
occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to,
cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business
and lead to financial loss.
We may not have sufficient funds to satisfy indemnification claims
of our directors and officers.
We have agreed to indemnify our officers and
directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest
or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever.
Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the
trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may
discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an
action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification
provisions.
We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging
growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult
to compare our performance with other public companies.
We are an “emerging growth company”
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not
being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth
company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our
Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would
no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities
less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance
on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading
market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides
that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which
means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make
comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Additionally, we are a “smaller reporting
company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by
non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of
the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial
statements with other public companies difficult or impossible.
Compliance obligations under the Sarbanes-Oxley Act may make it
more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase
the time and costs of completing an initial business combination.
Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending
December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify
as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement
on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required
to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on
us as compared to other public companies because a target business with which we seek to complete our initial business combination may
not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the
internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete
any such business combination.
Because we are incorporated under the laws of the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be
limited.
We are an exempted company incorporated under
the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States
upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs will be governed by our
amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time
to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights
of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors
to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands
is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions
of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and
the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial
precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared
to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate
law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the
United States.
We have been advised by Maples and Calder (Dubai)
LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us
judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United
States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon
the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by
those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments
obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court
of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon
the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign
judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in
respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the
grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy
of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court
may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors
or controlling shareholders than they would as public shareholders of a United States company.
Use
of Proceeds
We are offering 13,000,000 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 will be used as set forth in the following table.
|
|
|
Without Over-
allotment Option
|
|
|
Over-allotment
Option Exercised
|
|
|
Gross proceeds
|
|
|
|
|
|
|
|
|
|
Gross proceeds from
units offered to public(1)
|
|
$
|
130,000,000
|
|
|
$
|
149,500,000
|
|
|
Gross proceeds from private placement warrants
offered in the private placement
|
|
|
7,900,000
|
|
|
|
8,680,000
|
|
|
Total gross proceeds
|
|
$
|
137,900,000
|
|
|
$
|
158,180,000
|
|
|
Offering expenses(2)
|
|
|
|
|
|
|
|
|
|
Underwriting commissions (2.0% of
gross proceeds from units offered to public, excluding deferred portion)(3)
|
|
$
|
2,600,000
|
|
|
$
|
2,990,000
|
|
|
Legal fees and expenses
|
|
|
310,000
|
|
|
|
310,000
|
|
|
Printing and engraving expenses
|
|
|
30,000
|
|
|
|
30,000
|
|
|
Accounting fees and expenses
|
|
|
50,000
|
|
|
|
50,000
|
|
|
Financial consultant fees and expenses
|
|
|
35,000
|
|
|
|
35,000
|
|
|
Valuation consultant fees and expenses
|
|
|
35,000
|
|
|
|
35,000
|
|
|
SEC expenses
|
|
|
21,827
|
|
|
|
21,827
|
|
|
FINRA expenses
|
|
|
35,820
|
|
|
|
35,820
|
|
|
Nasdaq listing and filing fees
|
|
|
75,000
|
|
|
|
75,000
|
|
|
Miscellaneous
|
|
|
157,353
|
|
|
|
157,353
|
|
|
Total offering expenses (other than underwriting commissions)
|
|
$
|
750,000
|
|
|
$
|
750,000
|
|
|
Proceeds after expenses
|
|
$
|
134,550,000
|
|
|
$
|
154,440,000
|
|
|
Held in trust account(3)
|
|
|
132,600,000
|
|
|
|
152,490,000
|
|
|
% of public offering size
|
|
|
102
|
%
|
|
|
102
|
%
|
|
Not held in trust account
|
|
$
|
1,950,000
|
|
|
$
|
1,950,000
|
|
The following table shows the use of the $1,950,000
of net proceeds not held in the trust account:(4)
|
|
|
Amount
|
|
|
% of Total
|
|
|
Directors and officers insurance
|
|
|
750,000
|
|
|
|
38.5
|
%
|
|
Legal, accounting, due diligence, travel, and other
expenses in connection with any business combination(5)
|
|
|
550,000
|
|
|
|
28.2
|
%
|
|
Legal and accounting fees related to regulatory reporting obligations
|
|
|
200,000
|
|
|
|
10.3
|
%
|
|
Nasdaq exchange and other regulatory fees
|
|
|
58,000
|
|
|
|
2.9
|
%
|
|
Consulting, travel and miscellaneous expenses incurred during search for initial
business combination target
|
|
|
50,000
|
|
|
|
2.6
|
%
|
|
Working capital to cover miscellaneous expenses
|
|
|
342,000
|
|
|
|
17.5
|
%
|
|
Total
|
|
$
|
1,950,000
|
|
|
|
100.0
|
%
|
|
(1)
|
Includes amounts payable to public shareholders who
properly redeem their shares in connection with our successful completion of our initial business combination.
|
|
(2)
|
A portion of the offering expenses have been paid from the proceeds
of loans from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering
out of the $750,000 of offering proceeds that has been allocated for the payment of offering expenses, other than underwriting commissions.
In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working
capital expenses.
|
|
|
(3)
|
The underwriters have agreed to defer
underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently
with the completion of our initial business combination, up to $4,550,000, which constitutes
the underwriters’ deferred commissions (or $5,232,500 if the underwriters’ over-allotment
option is exercised in full) will be paid to the underwriters from the funds held in the
trust account. See “Underwriting”. The remaining funds, less amounts released
to the trustee to pay redeeming shareholders, will be released to us and can be used to pay
all or a portion of the purchase price of the business or businesses with which our initial
business combination occurs or for general corporate purposes, including payment of principal
or interest on indebtedness incurred in connection with our initial business combination,
to fund the purchases of other companies or for working capital. The underwriters will not
be entitled to any interest accrued on the deferred underwriting discounts and commissions.
|
|
|
(4)
|
These expenses are estimates only. Our actual expenditures for some or
all of these items may differ from the estimates set forth herein. For example, we may incur
greater legal and accounting expenses than our current estimates in connection with negotiating
and structuring our initial business combination based upon the level of complexity of such
business combination. In the event we identify a business combination 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.
|
|
|
(5)
|
Includes estimated amounts that may also be used in connection with our
initial business combination to fund a “no shop” provision and commitment fees
for financing.
|
Nasdaq rules provide that at least 90%
of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the $137,900,000
in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $158,180,000
if the underwriters’ over-allotment option is exercised in full, $132,600,000 ($10.20 per unit), or $152,490,000 if the underwriters’
over-allotment option is exercised in full ($10.20 per unit), will be deposited into a trust account with Continental Stock Transfer &
Trust Company acting as trustee, after deducting $2,600,000 in underwriting discounts and commissions payable upon the closing of this
offering (or $2,990,000 if the underwriters’ over-allotment option is exercised in full) and an aggregate of $2,700,000 to pay
fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The
proceeds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in
money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.
government treasury obligations. We estimate the interest earned on the trust account will be approximately $132,600 per year, assuming
an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. We expect that the interest earned on
the trust account will be sufficient to pay income taxes. We will not be permitted to withdraw any of the principal or interest held
in the trust account, except for the withdrawal of interest to pay our taxes and up to $100,000 to pay dissolution expenses, as applicable,
if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares
if we have not completed our initial business combination within 18 months from the closing of this offering (or up to 21 months, if
we extend the time to complete a business combination as described in this prospectus), subject to applicable law, or (iii) the
redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated
memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination
within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described
in this prospectus) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity.
The net proceeds released to us from the trust
account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with
which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities,
or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business
combination, we may use the balance of the cash released from the trust account following the closing for general corporate purposes,
including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness
incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no
limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness
in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may
enter into following consummation of this offering. However, our amended and restated memorandum and articles of association provide
that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional
securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any 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 business combination, only after we have negotiated and signed
a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the
costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so,
we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required
to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members of
our management team or any of their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.
Prior to the closing of this offering, our
sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These loans are non-interest
bearing, unsecured and are due at the earlier of June 15, 2022 or the closing of this offering. The loan will be repaid upon the
closing of this offering out of the $750,000 of offering proceeds that has been allocated to the payment of offering expenses.
In addition, in order to finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would
repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital
held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned
amounts. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at
a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except
as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an
affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all
rights to seek access to funds in our trust account.
In connection with the consummation of this
offering, we will enter into a forward purchase agreement with the Sponsor Affiliate, pursuant to which such affiliate will commit that
it will purchase from us up to 4,000,000 forward purchase units, consisting of one Class A ordinary share, or a forward purchase share,
and one-half of one warrant to purchase one Class A ordinary share, or a forward purchase warrant, for $10.00 per unit, or an aggregate
amount of up to $40,000,000, in a private placement that will close concurrently with the closing of our initial business combination.
The proceeds from the sale of these forward purchase units, together with the amounts available to us from the trust account (after giving
effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination,
will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and
retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent
that the amounts available from the trust account and other financing are sufficient for such cash requirements, the Sponsor Affiliate
may purchase less than 4,000,000 forward purchase units. In addition, the Sponsor Affiliate’s commitment under the forward purchase
agreement will be subject to approval of its investment committee as well as customary closing conditions under the forward purchase
agreement.
If we anticipate that we may not be able to
consummate our initial business combination within 18 months, we may, but are not obligated to, extend the period of time to consummate
a business combination by an additional three months (for a total of up to 21 months to complete a business combination). Pursuant to
the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and
Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate
our initial business combination, our sponsor (or its affiliates or designees), upon five days advance notice prior to the applicable
deadline, must deposit into the trust account for the three month extension $1,300,000 or $1,495,000 if the underwriters’ over-allotment
option is exercised in full ($0.10 per share), on or prior to the date of the deadline. Any such payment would be funded from the proceeds
of a non-interest bearing loan between our sponsor and us. Such loan 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. If we complete our initial business combination,
we would repay such loaned amount out of the proceeds of the trust account released to us. The letter agreement with our initial shareholders
contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loan in the event that we do not
complete a business combination. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate
an initial business combination or redeem their shares in connection with such extension. In the event that we determine to effect an
extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend
to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. Our sponsor and their
affiliates or designees are not obligated to enter into any such loan agreement with us that would allow us to fund the trust account
to extend the time for us to complete our initial business combination.
Dividend
Policy
We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. If we incur any indebtedness in connection with our initial business
combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Dilution
The difference between the
public offering price per Class A ordinary share, assuming no value is attributed to the warrants included in the units we are offering
pursuant to this prospectus or the private placement warrants, and the pro forma net tangible book value per share of our Class A
ordinary shares after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution
associated with the sale and exercise of warrants, including the private placement warrants, which would cause the actual dilution to
the public shareholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined
by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of Class A
ordinary shares which may be redeemed for cash), by the number of outstanding Class A ordinary shares.
At September 30, 2021, our net tangible book
deficit was $312,697, or approximately $(0.08) per ordinary share. After giving effect to the sale of 13,000,000 Class A ordinary
shares included in the units we are offering by this prospectus (or 14,950,000 Class A ordinary shares if the underwriters’
over-allotment option is exercised in full), the sale of the private placement warrants and the deduction of underwriting commissions
and estimated expenses of this offering, our pro forma net tangible book value at September 30, 2021 would have been $(14,906,442)
or $(4.59) per share ($(4.57) per share if the underwriters’ over-allotment option is exercised in full), representing an
immediate decrease in net tangible book value (as decreased by the value of the 13,000,000 Class A ordinary shares that may
be redeemed for cash, or 14,950,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in
full) of $(4.51) per share (or $(4.49) per share if the underwriters’ over-allotment option is exercised in full) to our initial
shareholders as of the date of this prospectus. Total dilution to public shareholders from this offering will be $14.59 per share (or
$14.57 per share if the underwriters’ over-allotment option is exercised in full).
The following table illustrates
the dilution to the public shareholders on a per-share basis, assuming no value is attributed to the warrants included in the units or
the private placement warrants:
|
|
|
Without
Over-
allotment
|
|
|
With
Over-
allotment
|
|
|
Public
offering price
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
Net
tangible book deficit before this offering
|
|
$
|
(0.08
|
)
|
|
$
|
(0.08
|
)
|
|
Decrease
attributable to public shareholders
|
|
$
|
(4.51
|
)
|
|
$
|
(4.49
|
)
|
|
Pro
forma net tangible book value after this offering and the sale of the private placement warrants
|
|
$
|
(4.59
|
)
|
|
$
|
(4.57
|
)
|
|
Dilution
to public shareholders
|
|
$
|
14.59
|
|
|
$
|
14.57
|
|
|
Percentage
of dilution to public shareholders
|
|
|
145.90
|
%
|
|
|
145.70
|
%
|
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
$132,600,000 because holders 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 general meeting, including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes), divided by the number of Class A ordinary shares sold in this offering.
The following table sets
forth information with respect to our initial shareholders and the public shareholders:
|
|
|
Purchased
|
|
|
Total Consideration
|
|
|
Average Price Per Share
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
|
|
Initial
Shareholders(1)
|
|
|
3,250,000
|
|
|
|
20.00
|
%
|
|
$
|
25,000
|
|
|
|
0.02
|
%
|
|
$
|
0.008
|
|
|
Public Shareholders
|
|
|
13,000,000
|
|
|
|
80.00
|
%
|
|
$
|
130,000,000
|
|
|
|
99.98
|
%
|
|
$
|
10.00
|
|
|
|
|
|
16,250,000
|
|
|
|
100.00
|
%
|
|
$
|
130,025,000
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
(1)
|
Assumes that 487,500 founder
shares are surrendered to us for no consideration after the closing of this offering in the event the underwriters do not exercise
their over-allotment option.
|
The pro forma net tangible
book value per share after the offering (assuming that the underwriters do not exercise their over-allotment option) is calculated as
follows:
|
|
|
Without
Over-
allotment
|
|
|
With
Over-
allotment
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net tangible
book deficit before this offering.
|
|
$
|
(312,697
|
)
|
|
$
|
(312,697
|
)
|
|
Net proceeds from this
offering and sale of the private placement warrants(1)
|
|
|
134,550,000
|
|
|
|
154,440,000
|
|
|
Plus: Offering costs
paid in advance, excluded from tangible book value
|
|
|
246,255
|
|
|
|
246,255
|
|
|
Less: Deferred underwriting
commissions
|
|
|
(4,550,000
|
)
|
|
|
(5,232,500
|
)
|
|
Less: Warrant liability(2)
|
|
|
(12,240,000
|
)
|
|
|
(13,731,750
|
)
|
|
Less:
Proceeds held in trust subject to redemption(3)
|
|
|
(132,600,000
|
)
|
|
|
(152,490,000
|
)
|
|
|
|
$
|
(14,906,442
|
)
|
|
$
|
(17,080,692
|
)
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Class B ordinary
shares outstanding prior to this offering
|
|
|
3,737,500
|
|
|
|
3,737,500
|
|
|
Less: Class B ordinary
shares forfeited if over-allotment is not exercised(4)
|
|
|
(487,500
|
)
|
|
|
—
|
|
|
Class A ordinary
shares included in the units offered
|
|
|
13,000,000
|
|
|
|
14,950,000
|
|
|
Less:
Class A ordinary shares subject to redemption
|
|
|
(13,000,000
|
)
|
|
|
(14,950,000
|
)
|
|
|
|
|
3,250,000
|
|
|
|
3,737,500
|
|
|
(1)
|
Expenses applied against
gross proceeds include $750,000 of offering expenses and
underwriting commissions of $2,600,000, or $2,990,000 if the underwriters’ over-allotment option is exercised (excluding
deferred underwriting fees). See “Use of Proceeds.”
|
|
(2)
|
We will account for the
14,400,000 warrants to be issued in connection with this offering (the 6,500,000 warrants included in the units and the 7,900,000 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. Such warrant classification is also subject
to re-evaluation at each reporting period.
|
|
(3)
|
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares
or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our
initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination,
the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing
the pro forma net tangible book value per share. See “Proposed Business—Effecting Our Initial Business Combination—Permitted
Purchases of Our Securities.”
|
|
(4)
|
Assumes that 487,500 founder
shares are surrendered to us for no consideration, if the over-allotment is not exercised.
|
Capitalization
The following table sets forth our capitalization
at September 30, 2021, and as adjusted to give effect to the filing of our amended and restated memorandum and articles of association,
the sale of our units in this offering and the sale of the private placement warrants and the application of the estimated net proceeds
derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment option:
|
|
|
September 30, 2021
|
|
|
|
|
Actual
|
|
|
As Adjusted
|
|
|
Notes payable and due to related
party(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Warrant liability(2)
|
|
|
—
|
|
|
|
12,240,000
|
|
|
Deferred underwriting commissions
|
|
|
—
|
|
|
|
4,550,000
|
|
|
Class A ordinary shares,
$0.0001 par value, 200,000,000 shares authorized; -0- and 13,000,000 shares are subject to possible redemption, actual
and as adjusted, respectively(3)
|
|
|
—
|
|
|
|
132,600,000
|
|
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized;
none issued and outstanding, actual and as adjusted, respectively
|
|
|
—
|
|
|
|
—
|
|
|
Class A ordinary shares, $0.0001 par value, 200,000,000
shares authorized; none issued and outstanding, actual and as adjusted, respectively
|
|
|
—
|
|
|
|
—
|
|
|
Class B ordinary shares,
$0.0001 par value, 20,000,000 shares authorized, 3,737,500 and 3,250,000 shares issued and outstanding, actual and as adjusted, respectively(4)
|
|
|
374
|
|
|
|
325
|
|
|
Additional paid-in capital
|
|
|
24,626
|
|
|
|
—
|
|
|
Accumulated deficit
|
|
|
(91,442
|
)
|
|
|
(14,906,767
|
)
|
|
Total shareholders’
equity(5)
|
|
$
|
(66,442
|
)
|
|
$
|
(14,906,442
|
)
|
|
Total capitalization
|
|
$
|
(66,442
|
)
|
|
$
|
134,483,558
|
|
|
|
(1)
|
Our sponsor has agreed to
loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. The “as
adjusted” information gives effect to the repayment of any loans received from our sponsor out of the proceeds from this offering
and the sale of the private placement warrants.
|
|
|
(2)
|
We will account for the 14,400,000 warrants to be issued in connection
with this offering (the 6,500,000 warrants included in the units and the 7,900,000 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. Such warrant classification is also subject to re-evaluation at each reporting period.
|
|
|
(3)
|
Upon the completion of our initial business combination, we will provide
our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate
amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business
combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable).
|
|
|
(4)
|
Actual share amount is prior to any forfeiture of founder shares and as adjusted amount assumes no exercise of the underwriters’ over-allotment option and forfeiture of an aggregate of 487,500 founder shares.
|
|
|
|
|
|
|
(5)
|
Additional paid-in capital
as adjusted is calculated as the additional paid-in capital as of September 30, 2021 less the immediate measurement adjustment of
the carry value of ordinary shares subject to redemption-to-redemption value to reduce additional paid-in capital to zero.
|
Management’s
Discussion and Analysis of
Financial Condition and Results of Operations
Overview
We are a blank check company incorporated
on May 20, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific
business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly,
with any business combination target with respect to an initial business combination with us. While we may pursue an initial business
combination target in any industry, we intend to focus our search on Latin American businesses or Hispanic-owned businesses in the United
States. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement
of the private placement warrants and forward purchase units, the proceeds of the sale of our shares in connection with our initial business
combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering
or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination
of the foregoing.
The issuance of additional shares in connection
with a business combination to the owners of the target or other investors:
|
|
·
|
may significantly
dilute the equity interest of investors in this offering, which dilution would increase if
the anti-dilution provisions in the Class B ordinary shares resulted in the issuance
of Class A ordinary shares on a greater than one-to-one basis upon conversion of the
Class B ordinary shares;
|
|
|
·
|
may subordinate the
rights of holders of Class A ordinary shares if preferred shares are issued with rights
senior to those afforded our Class A ordinary shares;
|
|
|
·
|
could cause a change
in control if a substantial number of our Class A ordinary shares are issued, which
could result in the resignation or removal of our present officers and directors;
|
|
|
·
|
may have the effect
of delaying or preventing a change of control of us by diluting the share ownership or voting
rights of a person seeking to obtain control of us; and
|
|
|
·
|
may adversely affect
prevailing market prices for our Class A ordinary shares and/or warrants.
|
Similarly, if we issue debt securities or otherwise incur significant
debt to bank or other lenders or the owners of a target, it could result in:
|
|
·
|
default and foreclosure
on our assets if our operating revenues after an initial business combination are insufficient
to repay our debt obligations;
|
|
|
·
|
acceleration of our
obligations to repay the indebtedness even if we make all principal and interest payments
when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant;
|
|
|
·
|
our immediate payment
of all principal and accrued interest, if any, if the debt security is payable on demand;
|
|
|
·
|
our inability to obtain
necessary additional financing if the debt security contains covenants restricting our ability
to obtain such financing while the debt security is outstanding;
|
|
|
·
|
our inability to pay
dividends on our Class A ordinary shares;
|
|
|
·
|
using a substantial
portion of our cash flow to pay principal and interest on our debt, which will reduce the
funds available for dividends on our Class A ordinary shares, expenses, capital expenditures,
acquisitions and other general corporate purposes;
|
|
|
·
|
limitations on our
flexibility in planning for and reacting to changes in our business and in the industry in
which we operate;
|
|
|
·
|
increased vulnerability
to adverse changes in general economic, industry and competitive conditions and adverse changes
in government regulation; and
|
|
|
·
|
limitations on our
ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt
service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
|
As indicated in the accompanying financial
statements, at September 30, 2021, we had no cash and deferred offering costs of $246,255. Further, we expect to incur significant costs
in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business
combination will be successful.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor
generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare
for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business
combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There
has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our
audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially
after the closing of this offering.
Liquidity and Capital Resources
As indicated in the accompanying financial
statements, as of September 30, 2021, we had a working capital deficit of $312,697. Further, we have incurred and expect to continue
to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this uncertainty through
this offering are discussed below. We cannot assure you that our plans to raise capital or to consummate an initial business combination
will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Our liquidity needs have been satisfied prior
to the completion of this offering through receipt of $25,000 paid by our sponsor to cover certain of our offering costs in exchange
for the issuance of the founder shares to our sponsor and $300,000 in loans from our sponsor.
We estimate that the net proceeds from the
sale of the units in this offering and the sale of the private placement warrants for an aggregate purchase price of $137,900,000 (or
$158,180,000 if the underwriters’ over-allotment option is exercised in full) and the sale of the forward purchase units for $40,000,000,
after deducting offering expenses of approximately $750,000 and underwriting commissions of $2,600,000 (or $2,990,000 if the underwriters’
over-allotment option is exercised in full) (excluding deferred underwriting commissions of $4,550,000, or $5,232,500 if the underwriters’
over-allotment option is exercised in full), will be $174,550,000 (or $194,440,000 if the underwriters’ over-allotment option is
exercised in full). $132,600,000 (or $152,490,000 if the underwriters’ over-allotment option is exercised in full) will be held
in the trust account, which includes the deferred underwriting commissions described above. The proceeds held in the trust account will
be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The
remaining $1,950,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $750,000,
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 $750,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
We intend to use substantially all of the
funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting
commissions) plus the proceeds from the sale of the forward purchase units to complete our initial business combination. We may withdraw
interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on
the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our
income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination,
the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or
businesses, make other acquisitions and pursue our growth strategies.
Prior to the completion of our initial business
combination, we will have available to us the $1,950,000 of proceeds held outside the trust account. We will use these funds to primarily
identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, and structure, negotiate and complete a business combination.
We do not believe we will need to raise additional
funds following this offering in order to meet the expenditures required for operating our business prior to our initial business combination.
However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial
business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business
prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with
an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but
are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts.
In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust
account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such
loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per warrant at the
option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been
determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we
do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We expect our primary liquidity requirements
during that period to include approximately $345,000 for legal, accounting, due diligence, travel and other expenses associated with
structuring, negotiating and documenting successful business combinations; $175,000 for legal and accounting fees related to regulatory
reporting requirements; $58,000 for listing and other regulatory fees; $50,000 for consulting, travel and miscellaneous expenses incurred
during the search for a business combination target; and approximately $1,950,000 for general working capital that will be used for miscellaneous
expenses and reserves.
These amounts are estimates and may differ materially
from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing,
fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision
(a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors
on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have
any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business,
the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of
the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result
of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with
respect to, prospective target businesses.
Moreover, we may need to obtain additional financing
to complete our initial business combination, either because the transaction requires more cash than is available from the funds held
in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business
combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition,
we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and
the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from
the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing
to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination
to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.
There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances
or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop
agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would
only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our
initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our obligations.
Controls and Procedures
We are not currently required to maintain an
effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the
internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we
are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply
with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth
company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
independent registered public accounting firm attestation requirement.
Prior to the closing of this offering, we have
not completed an assessment, nor has our independent registered public accounting firm tested our systems, of internal controls. We expect
to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and,
if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective
system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy
of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal
controls that need improvement in areas such as:
|
|
·
|
staffing for financial,
accounting and external reporting areas, including segregation of duties;
|
|
|
·
|
reconciliation of
accounts;
|
|
|
·
|
proper recording of
expenses and liabilities in the period to which they relate;
|
|
|
·
|
evidence of internal
review and approval of accounting transactions;
|
|
|
·
|
documentation of processes,
assumptions and conclusions underlying significant estimates; and
|
|
|
·
|
documentation of accounting
policies and procedures.
|
Because it will take time, management involvement
and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and
market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities,
particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take
longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal
controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion on such report
when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional
issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures about Market Risk
The net proceeds of this offering and the sale
of the private placement warrants held in the trust account will be invested in U.S. government treasury obligations with a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest
only in direct U.S.
government treasury obligations. Due to the short-term
nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations;
Quarterly Results
As of September 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.
JOBS Act
The JOBS Act contains provisions that, among
other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company”
and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may
not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating
the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth
in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal
controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required
of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any
requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent
registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and
analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation
and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period
of five years following the completion of this offering or until we are no longer an “emerging growth company,” whichever
is earlier.
Proposed
Business
LatAmGrowth
General
LatAmGrowth SPAC is a newly organized blank check
company incorporated in May 2021 as a Cayman Islands exempted company whose primary business purpose is to effect a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer
to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related
to this offering. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, engaged
in any substantive discussions, directly or indirectly, with any potential business combination target.
While we may pursue an acquisition opportunity
in any business, industry, sector or geographical location, we intend to focus our search on high growth companies in Latin America,
including Brazil, as well as businesses located in the United States that cater to the Hispanic community: (1) with significant
technological advantages, and/or (2) that are well positioned to benefit from the favorable structural and secular trends of the
emerging middle class.
We believe that LatAmGrowth SPAC offers an attractive
and compelling proposition compared to other blank-check companies and other sources of capital in Latin America, given:
|
|
·
|
the powerful, proprietary
deal sourcing capabilities afforded to us by a triple combination of our management team including (i) Members of SouthLight
Capital, (ii) Gerard Cremoux, our Chief Executive Officer, Chief Financial Officer and Director, and (iii) our prominent
and highly connected board of directors and advisory directors;
|
|
|
o
|
that during the past 24 months, the Members of SouthLight
Capital have analyzed more than 180 investment
opportunities;
|
|
|
·
|
the strong management comprised of Members of SouthLight
Capital, a leading private equity investment firm focused on Latin America for over 14 years with a successful investment track record
of 12 regional investments on 24 investments stories and 17 realized exits (including two partial divestments), combined with Gerard
Cremoux’s experience as the former head of Investment Banking for Latin America at UBS, and who has more than 25 years of experience
in Investment Banking and over 100 M&A and equity capital markets transactions experience in Latin America including Brazil;
|
|
|
·
|
our operational and transactional expertise in private and public markets;
|
|
|
·
|
our experience, significant infrastructure in the region and resources to conduct analyses and due diligence of potential targets;
|
|
|
·
|
that we will be one of the only Latin American-dedicated SPACs of less than $150 million in size that will be underwritten by two prominent bulge bracket investment banks. Most other SPACs in which leading investment banks have participated as underwriters have been of sizes in excess of $200 million; and
|
|
|
·
|
that our size allows us to target a broader universe of potential targets and offer a more competitive value proposition than other larger SPACs.
|
Our sponsor was formed by Members of SouthLight
Capital, and Gerard Cremoux, our Chief Executive Officer, Chief Financial Officer and Director and the former Head of Latin America Investment
Banking at UBS. SouthLight Capital is affiliated with DigitalBridge, a global investment firm based in the U.S. focused on digital infrastructure,
real estate and investment management sectors with assets under management of US$49 billion as of September 30, 2021 and more than 30
years of international investment experience. This combination of a top-tier private equity firm that is seasoned in investing in Latin
America and a senior investment banker with broad transactional experience and extensive connections in the region uniquely positions
LatAmGrowth SPAC in its search of a business combination in Latin America, including Brazil, or with businesses located in the United
States that cater to the Hispanic community.
Our Leadership Team
Gerard Cremoux – Chief Executive Officer, Chief Financial
Officer and Director
|
|
·
|
Gerard Cremoux, our Chief
Executive Officer, Chief Financial Officer and Director, is a highly respected investment banker with more than 25 years of experience
in the Investment Banking industry in Latin America. Mr. Cremoux has developed an extensive network of contacts in the region,
including business owners, C-level executives and Board of Directors’ members. Throughout his career, he has sourced and/or
executed more than 100 M&A and equity capital markets transactions valued at over $25 billion. In terms of M&A transactions,
he has executed approximately $20 billion in buy and sell side transactions. Regarding equity capital markets, Mr. Cremoux worked
on the IPO or follow-on offerings of more than 20 issuers in Latin America. From 1994 to 2017, Mr. Cremoux held several executive
positions at UBS, including Head of Latin America Investment Banking, Chairman of Latin America and Head of Financial Institutions
Latin America, Member of the Investment Bank Americas Management Committee, Member of UBS’s Latin America Management Committee,
and Member of UBS’s Latin America Risk Committee. Mr. Cremoux’s experience is truly regional, having led the Latin
America Investment Banking team out of Sao Paulo, Brazil for three years and having completed several transactions in every major
Spanish-speaking country in the region including Mexico, Colombia, Panama, Peru, Argentina and Chile.
|
Eduardo Cortina – Chairman of the Board
|
|
·
|
Eduardo Cortina, the Chairman
of our board of directors, serves as Managing Director at DigitalBridge and Co-Managing Partner of SouthLight Capital. Mr. Cortina
has over +16 years of experience in the finance industry and is responsible for sourcing, executing, and monitoring the group’s
investments throughout Latin America, including co-managing the group’s investments in Mexico. He currently sits on the Board
of Acritus, Mexarrend and formerly Emerging Energy in Mexico, on the Board of Saint Honoré and Selina. Since the launch of
CLAF l, Mr. Cortina has led multiple investments in CLAP funds and led fundraising efforts for Mexico, which included a CKD vehicle.
Prior to joining the SouthLight Capital business, Mr. Cortina worked for Banco Santander Mexico in portfolio management and equity
investments and in Actinver, a medium-sized Investment Bank in Mexico. Before transitioning into finance, he worked for a water treatment
plant construction company. Mr. Cortina is the Chairman of the Mexican Private Equity Association (AMEXCAP) and Secretary Advisor
for Construyendo, a non-profit organization that builds housing for the lowest income layers. Mr. Cortina holds an MBA degree from
Kellogg School of Management and an Industrial Engineering degree from Universidad Iberoamericana and is a CFA® charter holder.
|
Gerardo Mendoza – Chief Investment Officer
|
|
·
|
Gerardo Mendoza, our Chief
Investment Officer, serves as Managing Director at DigitalBridge and Co-Managing Partner at SouthLight Capital. Mr. Mendoza
has over 15 years of private equity and investment banking experience. He is responsible for sourcing, executing, and monitoring
the group’s investments across Latin America, including co-managing the group’s investments in Colombia, Peru, and Chile.
Mr. Mendoza currently sits on the Board of QBCo in Colombia, on the Board of Casaideas in Chile and on the Board of Urbano Express
and Acurio Restaurantes in Peru. He also sits on the Board as an Independent Director for the largest residential developer in Mexico
City and the leading niche redevelopment firm in Mexico City, among other advisory roles. Prior to joining the SouthLight Capital
business, Mr. Mendoza worked as the Head of New Product Development at Prudential Real Estate Investors Latin America (“PREI,”
now PGIM) from 2007 to 2011, where he was responsible for the development, structuring and marketing of two real estate funds in
Mexico. Mr. Mendoza also served as an Associate Director at PREI´s Transactions Group, where he was in charge of sourcing,
analyzing, negotiating, and closing private equity real estate transactions in Mexico. He has been an active mentor at Endeavor since
2009 and is the former President of Net Impact’s Mexican chapter.
|
Hector Martinez – Managing Director
|
|
·
|
Hector Martinez, one of
our managing directors, serves as Managing Director at DigitalBridge and Co-Managing Partner at SouthLight Capital. Mr. Martínez
has managed activities in Peru since 2008, which was expanded to include Chile in 2015 and Colombia in 2017. Mr. Martínez
has over 25 years of investment banking, project finance and private equity experience in Latin America. He is responsible for sourcing,
executing, and monitoring the group’s investments across Latin America, including co-managing the group’s investments
in Chile and Peru. He currently sits on the Board of Urbano Express and Acurio Restaurantes in Peru, on the Board of Casaideas in
Chile and on the Board of QBCo in Colombia. Prior to joining the SouthLight Capital business, Mr. Martínez was a Director
of Project Finance at Latin Pacific Capital for two years, where he led several advisory projects in the mining, infrastructure,
and agribusiness sectors. From 2000 to 2003, Mr. Martinez served as Vice President at Santander Investment, where he was responsible
for cross-border M&A and project finance, and at Interinvest (Interbank Group) from 1998 to 2000, where he worked on several
mergers and acquisitions in the small and mid-cap sector. He also worked at HSBC Securities in New York for 2 years, where he was
responsible for the origination and execution of equity underwriting mandates for Latin American corporations on the NYSE.
|
Miguel Angel Olea – Managing Director
|
|
·
|
Miguel Olea, one of our managing directors, serves
as Managing Director at DigitalBridge and Co-Managing Partner at SouthLight Capital. Mr. Olea was Chairman of the Board in Emerging
Energy in Mexico, and he currently serves in the Board of Directors of Mexarrend and Acritus in Mexico and is also on the Board of
Directors of Casaideas in Chile. Prior to joining the SouthLight Capital business, Mr. Olea began his career in the Mexican
public sector. Mr. Olea’s experience includes positions such as Director of International Finance at Mexicoʼs Ministry
of Finance, Minister Counselor responsible for the Economic Section of the Mexican Embassy to the United States (1982) and Chief
of Staff for the Minister of Foreign Affairs, where he was appointed Ambassador by President Miguel de la Madrid. For the past 33
years, Mr. Olea has been working in private equity, founding OPCAP in 1989, one of the pioneer PE funds in Mexico, and then
moving on to Aureos in 2006, and later SouthLight Capital as Partner and Manager in 2019.
|
Members of SouthLight Capital
With a regional focus on Latin America as
a whole, the Members of SouthLight Capital combine local teams that provide hands-on-the-ground industry and market knowledge as well
as business relations. The Members of SouthLight Capital have developed a comprehensive and thorough approach to executing transactions
and investing in Latin America. A key enabler of this rigorous process, which has evolved along with the markets, is that local presence
is crucial to the investment approach. Therefore, the Members of SouthLight Capital have developed an established local presence through
on-site highly experienced and dedicated Latin American investment team of 12 professionals including a dedicated environmental, social
and governance (“ESG”) officer in Mexico, Peru, Colombia and Costa Rica. We believe this local presence combined with the
local transactional experience of Gerard Cremoux, our Chief Executive Officer, Chief Financial Officer and Director, and our board of
directors and advisory directors will allow us successfully to target companies in the Latin American region, including Brazil. SouthLight
Capital’s investment process has also been tailored to the reality of the region, taking into account a number of unique attributes
that are important to consider in Latin America. These attributes include:
|
|
·
|
the rapid development
of new technologies that are disrupting entire industries on the back of the accelerated
digital penetration in the regions, especially post-COVID-19 pandemic;
|
|
|
·
|
Latin America’s
increased integration, lowering of trade barriers and expanded relations creating opportunities
for true regional expansion;
|
|
|
·
|
a growing middle class
combined with a stable outlook on GDP growth per capita, driving regional consumption;
|
|
|
·
|
the strong urbanization
movements increasing Tier-2 cities across the region; and
|
|
|
·
|
a large number of
family businesses seeking capital and partnership to accelerate institutionalization and
expansion.
|
Investment Track Record
Gerard Cremoux has completed over 100 M&A
and equity capital markets transactions for more than an aggregate of $25 billion in the Latin American region, demonstrating his solid
execution capabilities. Mr. Cremoux also has extensive experience in taking Latin American companies public through IPOs listed
locally and in the United States.
SouthLight Capital
has completed 24 investments in 7 countries in Latin America and 12 industry sectors, with 65% of the investments sourced from proprietary
relationships. SouthLight Capital’s investment success over 14 years is demonstrated, among other factors, by 17 successful exits
(including two partial divestments) and top quartile returns generated by their 2007 and 2015 Latin American-focused funds, averaging
1.8 years for full deployment. These funds have generated proprietary investment opportunities in companies with an average enterprise
value at entry of $530 million. We believe Members of SouthLight Capital investment’s approach has been validated by a 22% internal
rate of return (“IRR”) and a 2.2x multiple on invested capital (“MOIC”) on realized investments. Examples of
investments led by the Members of SouthLight Capital include:
Laureate
Education Inc. - In 2016, the Members of SouthLight Capital invested in Laureate, the largest Latin American platform of higher
education institutes, with 87 institutes and over 200 campuses operating across 28 countries, and over 1 million students enrolled as
of 2015. Since the investment, Laureate focused on the sale of non-core assets, pivoting the focus of the business to large Latin American
countries, and optimizing the operation through G&A streamlining and tech-enabled efficiency solutions. During 2017, Laureate was
successful in its initial public offering and listing on NASDAQ (LAUR). In 2019, the Members of SouthLight Capital sold the remaining
position in Laureate resulting in a +200% IRR.
D1
- In 2010, the Members of SouthLight Capital invested in D1, a chain of discount retail stores that mainly offer food and
basic consumer goods in Colombia. D1 is attractive to the Colombian consumer base given its accessible prices achieved through D1’s
private label strategy and strong operational/logistic efficiencies. Since the investment, D1 managed to grow at an accelerated pace
from 2010 to 2015 with the number of stores growing from approximately 30 to over 475 and revenue growth of $6.4 million to $420 million
from 2010 to 2015. In 2016, the Members of SouthLight Capital successfully exited the business achieving a 9.5x MOIC.
Selina
- In 2018, the Members of SouthLight Capital invested in Selina, a hospitality business catering to the needs of the millennial
traveler and “digital nomads” by providing accommodations, co-working space, food and beverage, wellness spaces, and tourism
products. Since the investment, Selina has achieved high market acceptance and a quick international footprint expansion. From 2018 to
March 31, 2021, Selina has been able to expand from six countries to 19 countries across Latin America, Europe, the United States
and Israel and expanded its location portfolio from 15 locations to 116. From 2017 to 2019, Selina’s revenue grew at a compound
annual growth rate (“CAGR”) of 100%.
RedIT
- In 2009, the Members of SouthLight Capital invested in RedIT, a metropolitan connectivity and outsourced IT services provider,
servicing mid-sized companies and the public sector through a wide range of solutions including IT management, connectivity, security,
professional collocation and cloud services. Since the investment, RedIT successfully expanded from 2008 to 2013 through an enhanced
governance framework, the fruitful acquisition of a security company and entry into the United States, with revenues growing from $38.4
million to $82.4 million (16.5% CAGR) and EBITDA growing from $17.6 million to $29.4 million (10.8% CAGR). In 2016, the Members of SouthLight
Capital successfully exited the business achieving a 2.8x MOIC.
Deal Sourcing
As a result of a local presence in the region
and the long-term experience in Latin America of our management team, board of directors and advisory directors, we have developed a
strong knowledge of the business environment in each market within the region and have accumulated an extensive network of contacts,
which serve as a distinct source of potential investment opportunities. This combination is tailored to position us to identify the most
attractive target and create value post business combination.
The Members of SouthLight Capital’s
investment team bring an average of +20 years of industry experience with on-the-ground market knowledge and longstanding business relations
in the broader Latin American region. They have built a network of relationships in each market across Latin America resulting in consistent
communication with business owners, key shareholders and investors providing advice/guidance, growth capital, investment and exit opportunities.
During the past 24 months, the Members of SouthLight Capital have analyzed more than 180 investment opportunities.
As a result of his long-standing experience and
track record in the region, Gerard Cremoux has developed an extensive network of relationships throughout his career, ranging from owners
of private and public companies, private equity funds, large international corporations that operate in the region, investment bankers,
attorneys to accountants. We believe this network will contribute to generating a substantial number of acquisition opportunities.
Our board of directors and advisory directors
is comprised of prominent and successful Latin American tech entrepreneurs, investment bankers, lawyers, serial entrepreneurs, and private
company investors that have developed very large networks of relationships in the region and globally. Collectively, our board of directors
and advisory directors serve on a significant amount of company boards and through their broad networks, they will enhance our access
to potential transactions throughout the Latin American region. Our Board and Advisors Committee is truly regional with members from
different countries, including the United States, Mexico, Colombia, Peru, Chile and Brazil.
We believe that our ability to develop exclusive
opportunities allows us to establish a better alignment of interest with our sponsor, acquire influential positions at reasonable valuations
and play a more active ownership role in businesses that often seek the management team’s expertise because of their successful
track record of providing value beyond capital alone.
Our Process and Acquisition Criteria
We intend to follow a disciplined investment
program developed by the Members of SouthLight Capital based on a targeted approach to investment selection and the application of a
robust diligence process with respect to each target. The investment process is grounded in global best practices, adapted to local realities.
Screening - Our management team intends
to make an initial assessment on each target opportunity and intends to collaborate with advisory directors with particular sector experience
to gain sector insight and functional expertise. We intend to analyze the underlying business, sector, management team quality, investment
thesis, including an assessment on ESG, financial projections, valuation, and investment structure. Based on the initial assessment,
our management team will identify the key strategic objectives and enablers, critical success factors, proposed drivers of value creation
and commercial hypothesis underpinning the target.
Due Diligence - The due diligence process
starts with our management team’s engagement with target management and assessment of the preliminary information provided. We
intend for the scope of the due diligence to be based on testing and validating the investment hypothesis made by our management team
and any other preliminary findings. We will then potentially engage external service providers to cover specific areas of due diligence
such as financial, tax, legal, regulatory risk and/or compliance associated with any investment early.
Our management team believes that the strong
fundamentals of the Latin American region will translate into attractive opportunities across a wide range of sectors. Our thesis consists
of two categories of companies: the “new economy” high growth tech companies aligned with the mega-trends, and the opportunistic
growth companies or “deep value” companies with value upside as compared to international peers.
|
|
·
|
New Economy – targets in tech-related sectors (fintech, digital
infrastructure, healthtech, edtech, etc.) and/or high alignment with persistent megatrends, with sustained revenue growth rates
of over 50%, annual run-rate between $500 million to $1.0 billion and standing close to or at break-even.
|
|
|
·
|
Deep Value – growth targets where ownership is highly motivated
to go public and have value upside compared to peers, which are expected to be found in healthcare, consumer, retail and other sectors
where there are wide range of regional comparables available.
|
A key investment theme is a focus on targets
that have reached a critical mass in their own market and are looking for the right partner with whom to expand across borders. Such
targets are expected to be non-government related and have fundamentally strong operations, products, and management and therefore the
capability to create a footprint across the region and emerge as a regional leader that is hard-to-replicate. Consolidation strategies
will be developed through organic expansion, bolt-on acquisitions and strategic repositioning, with the aim of offering a potential buyer
a differentiated target that is a regional or national leader.
With that strategy in mind, we intend to assess
potential merger candidates along the following criteria:
|
|
·
|
Size: companies valued
in excess of $500 million (ideally $500 million to $1.0 billion);
|
|
|
·
|
Outstanding management:
management teams that are exceptional and capable of being successful in any company they
operate;
|
|
|
·
|
Significant technology
advantage driving disruption: companies that use technology to disrupt markets, build efficiencies,
differentiate products and/or distribution channels;
|
|
|
·
|
Companies that require
growth capital: companies that require capital to grow or unlock expansion opportunities
and/or to continue developing their business models, given the lack of capital for this stage
of financing;
|
|
|
·
|
Growth path: companies
within attractive growth markets, with favorable industry dynamics, which could benefit from
partnering with LatAmGrowth SPAC‘s team;
|
|
|
·
|
Platform Play or Consolidation:
companies that are ready to benefit from bolt-on acquisitions in industries ripe for consolidation;
and
|
|
|
·
|
Publicly-ready driven
companies: management and shareholders who aspire to have their businesses become a public
company.
|
While
these criteria will be used in evaluating business combination opportunities, we may decide to enter into a business combination with
a target business or businesses that do not meet these proposed criteria. These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines,
as well as other considerations, factors and criteria that our management may deem relevant.
If
we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines,
we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business
combination, which, as discussed in this prospectus, would be in the form of tender-offer documents or proxy solicitation materials that
we would file with the Securities and Exchange Commission (the “SEC”).
Market
Opportunity
We
seek to exploit at least one of the following Latin American opportunities:
(1) untapped potential by identifying niche sectors with supply-demand gaps, (2) regional companies supported by the growing
middle-class with increased purchasing power, and (3) companies enabled to benefit from new technology creating disruption in the
sectors where they operate.
Under-investment across several sectors in
Latin America, including SaaS (software as a service), healthcare, retail, consumer, education, fintech, digital infrastructure and logistics,
among others, presents a large universe of potential targets with sizeable, profitable growth opportunities requiring capital and expertise
in the region. Also, Latin America, and Mexico in particular, has a substantial potential to increasingly serve as a production center
for U.S. businesses in the context of a re-accommodation of the global supply chain which we expect to drive domestic growth and the
emergence of sizeable companies with promising growth potential.
The
demographic profile of the Latin American region is favorable, including,
according to the World Bank, a large population base of 646 million (approximately twice the population of the U.S. and a growing middle
class with disposable income that is expected to grow at a 5.5% rate between 2022-2025, according to the Economist Intelligence Unit
(“EIU”). Latin America is in the midst of realizing a demographic
dividend, with a weighted average age of 31, according to Fitch Solutions, which is 9 years younger than the Developed Markets median,
according to the United Nations. This population will be reaching their peak acquisition power as they enter a prime age for discretionary
consumption. Moreover, these countries are putting their youth to work. According to the World Bank, Labor force amounted to 315 million
as of 2019 and is expected to grow to 111 million by 2021 with an expected CAGR of 0.8% between 2022-2025, according to EIU, while maintaining
a low unemployment rate of 8.0%, according to EIU. There is also rising digital and financial inclusion in Latin America. According to
the World Bank, internet penetration and banked population grew from 39% to 63% and from 39% to 55% from 2011 to 2017, respectively,
combined with an under-penetration of services and goods in selected categories compared to other more developed countries and Asian
internet penetration and banked population grew from 37% to 55% and 60% to 74% from 2011 to 2017, respectively.
At present, there are a large number of privately
held and family-owned businesses in Latin America undergoing generational changes that are open to new capital sources and are seeking
to create value through expansion and growth, as well as businesses owned by local private equity funds who are seeking to monetize on
their investments given they are at the end of their fund cycle. Such businesses face low penetration of capital markets in Latin America
as demonstrated by the low ratio of market capitalization of listed domestic companies to GDP, lagging behind other well-developed capital
markets, 37%, 39%, 68%, 73% respectively for Mexico, Colombia, Brazil and Chile vs. 158% for the United States, according to the World
Bank. Often these private companies in Latin America face difficulty in accessing late stage capital, mainly due to the limited size
of the local investor base and because local institutional investors tend to prioritize investments via large established players. Therefore
we believe that there are several private companies in the region, with valuations in excess of $500 million.
We believe that the strong fundamentals of
the region will translate into attractive opportunities across a wide range of sectors. Moreover, there are certain industries that we
believe to be structurally more attractive than others given a strong gap in supply and demand accompanied by new tech and e-commerce
drivers. For example, 80% of the Latin American population lives in urbanized areas, thus consumers are concentrated and easier to reach
through shipping (e-commerce). Also, Latin America has the fastest-growing smartphone penetration rates, currently around 69% and expected
to reach to 90% by 2022, according to GeoPoll, with internet usage becoming widespread. The number of internet users as a percentage
of the total population is 64%, 62% and 82% in Mexico, Colombia and Chile, respectively, according to the World Bank, compared to 87%
in the U.S., according to the World Bank. These strong fundamentals have translated into strong momentum for private equity within the
region, with private equity deal value growing at an approximately 52% rate from 2017 to 2021, reaching $16.4 billion in aggregate value,
according to Preqin.
Some of the sectors that we have identified to
be in need of growth capital have many leading high-growth companies, emphasized by tech-enabled components with proven business models
where the Latin American consumers are being underserved. These include the following:
Fintech – There is a large gap in supply
and demand for financial products in Latin America given that consumers in Latin America are vastly underbanked or unbanked. For example,
according to Comisión Nacional Bancaria y de Valores (CNBV) and Instituto Nacional de Estadística y Geografía (INEGI)
over 50% of the Mexican population are unbanked, over 30% have no financial products, and just 31% have credit products. These dynamics
make the Latin American region economy dependent largely on cash, with more than 90% and 70% of payments in Mexico and Brazil in paper
money, respectively, according to PYMTS and Cardtronics. Additionally, the bank market in Latin America is extremely concentrated with
the top 5 banks representing 69%, 70% and 70% of loans in Mexico, Brazil, according to Fitch Solutions and Colombia, the Superintendencia
Financiera de Colombia, respectively, compared to only 56% in the U.S., according to Angela Strange and Matthieu Hafemeister, Partners
at Andreessen Horowitz. The current state of the fintech industry creates opportunities for fintech players to better serve existing
customers, introduce consumers to the formal financial system for the first time, and introduce electronic payments and other solutions.
Consumer Goods - Consumption trends in
Latin America compare favorably with strong historical growth and proven economic trends to support continued future growth. Consumption
expenditure in Latin America has grown at CAGR of 5.5% for the 2004-2019 period, according to EIU, more than two times the growth rate
of developed markets for the same period. According to the Organization for Economic Co-Operation and Development (“OECD”),
Latin America’s middle class is much smaller than the OECD average and is expected to expand and become a key driver for economic
growth.
Education - Opportunities in private education
are on the rise in Latin America since the private sector is fulfilling the educational gap created from the lack of public investment,
and from strong demand generated by the needs of highly qualified employees. On average, public education spending as a percentage of
GDP in Latin America is still low compared to the OECD (4.6% and 5.2%, respectively, according to the World Bank). Undergraduate education
enrollment within Latin America has increased at a sustained 2007-2016 CAGR of 5.0%+, according to the World Bank, more than 2.5x vs
OECDs members.
Healthcare – Public expenditure as a percentage
of GDP in Latin America stands at approximately 75% of OECD’s healthcare public expenditure (7.5% and 9.6%, respectively, according
to EIU) and has not grown significantly in the last 10 years, while demand continues to rise as a consequence of strong macroeconomic
fundamentals driving growth in the healthcare industry, including (1) a shift in Latin America’s demographic pyramid, (2) higher
disposable income per capita and (3) middle class expansion, underlined by positive healthcare trends which include changes in epidemiology,
rising chronic and degenerative diseases, and increasing aging population with a longer life expectancy.
Consumer Finance – There is currently
a large shortfall in the availability of credit in Latin America at a time when demand is increasing significantly. Consumer lending
across these countries has significantly increased over the last five years (2015-2020) at 9% per annum, according to Euromonitor; however,
according to EIU, outstanding consumer credit as a percentage of GDP as of 2020 is 35.7%, 118.4%, 37.9% and 54.6% for Mexico, Chile,
Peru and Colombia, respectively, which is still lower than the 118.8% for the U.S.
Logistics - Latin America’s regional
integration and internal market growth is expected to generate greater trade and cross-border transactions which will require additional
logistic support. Growth in container volume in Latin America has outperformed growth in the United States: the 2009-2019 CAGR for Latin
America was 4.9%, as compared to 4.0% for the United States, according to EIU. Furthermore, gross merchandise value (GMV), or the total
value of merchandise sold by online retailers is expected to grow approximately twice as much in Latin America as in the United States
from 2020 to 2030, according to Lazard.
U.S. Hispanic-owned Businesses – Hispanic-owned
businesses represent 14% of the 33 million U.S. businesses and have grown over 40% from 2012-18 (more than 2x the growth rate of other
U.S. businesses), according to Globe Newswire. Additionally, Hispanic-owned businesses have adapted to new trends and have become technologically
savvy, with 36% of Hispanic-owned businesses earning most or all of their revenue online, according to Global Newswire. These growth
trends are underpinned by a strong demographic bonus given that the Hispanic population is expected to make up 29% of the United States
population by 2050, up from 17% as of 2016, according to J.P. Morgan.
Status as a public company
We believe that our structure will make us
an attractive business combination partner to target businesses. As an existing public company, we offer a target business an
alternative to a traditional initial public offering through a merger or other business combination. In this situation, the owners
of the target business would exchange their shares of stock in the target business for our Class A ordinary shares or for
a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration used in the transaction to
the specific needs of the sellers. We believe that target businesses might find this avenue a more certain and cost-effective method
to becoming a public company than a typical initial public offering. In a typical initial public offering, there are additional
expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in
connection with a business combination with us. Furthermore, once the business combination is consummated, the target business will
have effectively become a public company, whereas an initial public offering is always subject to the underwriters’ ability to
complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe
the target business would then have greater access to capital and an additional means of providing management incentives consistent
with shareholders’ interests than it would have as a privately-held company. Public company status can offer further benefits
by enhancing a company’s profile among potential new customers and vendors and attracting talented employees. While we believe
that our status as a public company will make us an attractive business partner, some potential target businesses may view the
inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a
more established entity or with a private company. These limitations include constraints on our available financial resources, which
may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek
shareholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a
transaction; and the existence of our outstanding warrants, which may represent a source of future dilution.
Financial position
With funds in the trust account of approximately
$132,600,000 (or $152,490,000 if the over-allotment option is exercised in full), and after payment of $4,550,000, or $5,232,500 if the
underwriters’ over-allotment option is exercised in full, payable to the underwriters for deferred underwriting commissions, and
including up to $40,000,000 to be raised pursuant to the forward purchase agreement, we would have $168,050,000, or $187,257,500 if the
underwriters’ over-allotment is exercised in full, available to use for a business combination (assuming no shareholder seeks conversion
of their public shares or seeks to sell their shares to us in any tender offer in relation to such business combination), we offer a
target business a variety of options such as providing the owners of a target business with shares in a public company and a public means
to sell such shares, providing capital for the potential growth and expansion of its operations and strengthening its balance sheet by
reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or equity securities,
or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration
to be paid to the target business to fit its needs and desires. However, since we have no specific business combination under consideration,
we have not taken any steps to secure third party financing, and there can be no assurance that it will be available to us.
Initial Business Combination
Nasdaq rules require that we must complete
one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust
account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of
our signing a definitive agreement in connection with our initial business combination. Our board
of directors will make the determination as to the fair market value of our initial business combination upon standards generally accepted
by the financial community. If our board of directors is not able to independently determine the fair market value of our initial business
combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm
which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely
that our board of directors will be able to make an independent determination of the fair market value of our initial business combination,
it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant
amount of uncertainty as to the value of the target’s assets or prospects.
We anticipate
structuring our initial business combination so that the post transaction company will own or acquire up to 100% of the equity interests
or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction
company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the
target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 (the
“Investment Company Act”). Even if the post transaction company owns or acquires 50% or more of the voting securities of
the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company,
depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of
a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued
and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned
or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination
involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will
not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business
combination using cash from the proceeds of this offering and the private placement of the private placement warrants and the forward
purchase units, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase
agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners
of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. 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 securities, or not all of the funds released from the trust account are used for payment of the consideration in
connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance
of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or
expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing
our initial business combination, to fund the purchase of other companies or for working capital.
We have not selected any specific business combination
target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business
combination target with respect to an initial business combination with us. While we may pursue an initial business combination target
in any industry, we intend to focus our search on businesses in Latin America or Hispanic-owned businesses in the United States. Accordingly,
there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we
may ultimately complete our initial business combination.
Although our management will assess the risks
inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying
all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do
nothing to control or reduce the chances that those risks will adversely affect a target business.
In addition to the forward purchase units,
we may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our
initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using
the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could
acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion
of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public
shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance
with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business
combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials
or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required
by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance
of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination,
including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. At
this time, other than the forward purchase agreement, we are not currently a party to any arrangement or understanding with any third
party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsor, officers, directors
or shareholders is required to provide any financing to us in connection with or after our initial business combination.
Sources of Target Businesses
We anticipate that target business candidates
will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target
businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.
These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many
of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well
as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts
as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition,
we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result
of the track record and business relationships of our officers and directors. While we do not presently anticipate engaging the services
of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or
other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined
in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management
determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us
on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s
fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.
In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be
paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to
effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). Any such payments
prior to our initial business combination will be made from funds held outside the trust account. Other than the foregoing, there will
be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us
to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered
in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).
We are not prohibited from pursuing an initial
business combination with a business combination target that is affiliated with our sponsor, officers or directors, or from completing
the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event
we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, officers
or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which
is a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.
Evaluation of a Target Business and Structuring of Our Initial
Business Combination
In evaluating a prospective target business,
we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed
to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation
with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring
losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to
members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business
combination.
Lack of Business Diversification
For an indefinite period of time after the completion
of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries,
it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
By completing our initial business combination with only a single entity, our lack of diversification may:
|
|
·
|
subject us to negative
economic, competitive and regulatory developments, any or all of which may have a substantial
adverse impact on the particular industry in which we operate after our initial business
combination, and
|
|
|
·
|
cause us to depend
on the marketing and sale of a single product or limited number of products or services.
|
Limited Ability to Evaluate the Target’s Management Team
Although we intend to closely scrutinize the
management of a prospective target business when evaluating the desirability of effecting our initial business combination with that
business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may
not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our
management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of
the members of our management team will remain with the combined company will be made at the time of our initial business combination.
While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business
combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.
Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations
of the particular target business.
We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek
to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have
the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our Initial
Business Combination
We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles
of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide
to seek shareholder approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder
approval would be required for our initial business combination if, for example:
|
|
·
|
We issue Class A ordinary shares that will be equal to or in excess of 20% of the number of our Class A ordinary shares then
outstanding (other than in a public offering);
|
|
|
·
|
Any of our directors,
officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest
earned on the trust account (or such persons collectively have a 10% or greater interest),
directly or indirectly, in the target business or assets to be acquired or otherwise and
the present or potential issuance of Class A ordinary shares could result in an increase in outstanding
Class A ordinary shares or voting power of 5% or more; or
|
|
|
·
|
The issuance or potential
issuance of Class A ordinary shares will result in our undergoing a change of control.
|
Permitted Purchases of Our Securities
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in
privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in
such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions
to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust
account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make
any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases
are prohibited by Regulation M under the Exchange Act.
In the event that our sponsor, directors, officers,
advisors, or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected
to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.
We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under
the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers
determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
The purpose of any such purchases of shares could
be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval
of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum
net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would
otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding
or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination.
Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been
possible.
In addition, if such purchases are made, the
public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders
of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.
Our sponsor, officers, directors and/or their
affiliates anticipate that they may identify the shareholders with whom our initial shareholders, officers, directors or their affiliates
may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests
submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our
initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private
purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares
for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already
submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general
meeting related to our initial business combination. Our sponsor, officers, directors, advisors or any of their affiliates will select
which shareholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem
relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities
laws. Our sponsor, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act. 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.
Redemption Rights for Public Shareholders upon Completion of Our
Initial Business Combination
We will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account
and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.20 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. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection
with the completion of our initial business combination.
Limitations on Redemptions
Our amended and restated memorandum and articles
of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be
less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash
consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the
retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A
ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of
the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business
combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.
We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection
with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following
consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Manner of Conducting Redemptions
We will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination
either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote
by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing
requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder
approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers
with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our
amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing
for our securities on Nasdaq, we will be required to comply with the Nasdaq’s shareholder approval rules.
The requirement that we provide our public shareholders
with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended
and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act
or our listing on Nasdaq. Such provisions may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote
thereon, so long as we offer redemption in connection with such amendment.
If we provide our public shareholders with the
opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum
and articles of association:
|
|
·
|
conduct the redemptions
in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act,
which regulates the solicitation of proxies, and not pursuant to the tender offer rules,
and
|
|
|
·
|
file proxy materials
with the SEC.
|
In the event that we seek shareholder
approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we will complete
our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote
of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present
if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy.
Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors
have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering (including
in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval
of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
As a result, in addition to our initial shareholders’ founder shares, we would need 4,875,001, or 37.5%, of the 13,000,000 public
shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination
approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Each public shareholder may elect
to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public
shareholder on the record date for the general meeting held to approve the proposed transaction.
If a shareholder vote is not required and we
do not decide to hold a shareholder vote for business or other legal reasons, we will:
|
|
·
|
conduct the redemptions
pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer
tender offers, and
|
|
|
·
|
file tender offer
documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about the initial business combination
and the redemption rights as is required under Regulation 14A of the Exchange Act, which
regulates the solicitation of proxies.
|
In the event we conduct redemptions pursuant
to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares
we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer
and not complete the initial business combination.
Upon the public announcement of our initial business
combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5
under the Exchange Act.
We intend to require our public shareholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at
the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent
electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth
in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business
days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions
in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit
a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial
owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our
public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy
such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need
for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative
cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return
any certificates or shares delivered by public shareholders who elected to redeem their shares.
Our amended and restated memorandum and articles
of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be
less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash
consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the
retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A
ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of
the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business
combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.
We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection
with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following
consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Limitation on Redemption Upon Completion of Our Initial Business
Combination If We Seek Shareholder Approval
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior
consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by
such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us
or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent
this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise
its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current
market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold
in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability
to complete our initial business combination, particularly in connection with a business combination with a target that requires as a
closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Delivering Share Certificates in Connection with the Exercise of
Redemption Rights
As described above, we intend to require our
public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares
to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior
to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may
be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we
conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public
shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the
name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish
to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders
to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote
on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the
close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.
In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials,
as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic
delivery of their public shares.
There is a nominal cost associated with the above-referenced
process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge
the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this
cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise
redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless
of the timing of when such delivery must be effectuated.
Any request to redeem such shares, once made,
may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if
a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior
to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate
(physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem
their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination is not approved
or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.
If our initial proposed business combination
is not completed, we may continue to try to complete a business combination with a different target until 18 months from the closing
of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus).
Redemption of Public Shares and Liquidation if No Initial Business
Combination
Our amended and restated memorandum and articles
of association provide that we will have only 18 months from the closing of this offering (or up to 21 months, if we extend the time
to complete a business combination as described in this prospectus) to complete our initial business combination. If we have not completed
our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our
obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of 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 time period.
Our sponsor and our officers and directors
have entered into an agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account
with respect to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing
of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus). However,
if our sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted
time period.
Our sponsor, officers and directors have agreed,
pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing
of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless
we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However,
we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional
redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset
requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.
We expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,950,000
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 income taxes on interest income earned on the trust account
balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs
and expenses.
If we were to expend all of the net proceeds
of this offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without
taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our
dissolution would be approximately $10.20. The funds deposited in the trust account could, however, become subject to the claims of our
creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share
redemption amount received by shareholders will not be substantially less than $10.20. 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 Marcum LLP, our independent registered public accounting firm), prospective target businesses and other
entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies
held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or
even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited
to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the
trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management
will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third-party
if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants
that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Marcum
LLP, our independent registered public accounting firm, and the underwriters of this offering will not execute agreements with us waiving
such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims
they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse
against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will
be liable to us if and to the extent any claims by a third party (other than Marcum LLP, our independent registered public accounting
firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter
of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account
to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as
of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets,
less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply
to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities
Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities
of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such
claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could
be reduced to less than $10.20 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 funds in the trust account
are reduced below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account
as of the date of the liquidation of the trust account if less than $10.20 per share due to reductions in the value of the trust assets,
in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has
no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action
against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal
action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors
in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action
is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors 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 less than $10.20 per share.
We will seek to reduce the possibility that
our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers
(other than Marcum LLP, our independent registered public accounting firm), prospective target businesses or other entities with which
we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities,
including liabilities under the Securities Act. We will have access to up to $750,000 from the proceeds of this offering with which to
pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no
more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities
is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the event that
our offering expenses exceed our estimate of $750,000, 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 $750,000, the amount of funds we intend to be held outside the
trust account would increase by a corresponding amount.
If we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the trust account could
be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third
parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure
you we will be able to return $10.20 per share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders
could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer”
or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received
by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or
may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders
from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for
these reasons.
Our public shareholders will be entitled to
receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial
business combination within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business
combination as described in this prospectus), (ii) in connection with a shareholder vote to amend our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from
the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus)
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no
other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder
approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination
alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such
shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and
articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with
a shareholder vote.
Comparison of Redemption or Purchase Prices
in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination.
The following table compares the redemptions
and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination
and if we have not completed our initial business combination within 18 months from the closing of this offering (or up to 21 months,
if we extend the time to complete a business combination as described in this prospectus).
|
|
Redemptions
in Connection with
our Initial Business
Combination
|
|
Other
Permitted Purchases of
Public Shares by our Affiliates
|
|
Redemptions
if we fail to
Complete an Initial Business
Combination
|
|
Calculation of redemption price
|
Redemptions at the time of our initial business
combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same
whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may
redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of the initial business combination (which is initially anticipated to be $10.20 per share), including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number
of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would
cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed
to in connection with the negotiation of terms of a proposed business combination.
|
|
If we seek shareholder approval of
our initial business combination, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase
shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business
combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these
transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material
nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We
do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under
the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers
determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
|
|
If
we have not completed our initial business combination within 18 months from the closing
of this offering (or up to 21 months, if we extend the time to complete a business combination
as described in this prospectus), 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 share), including interest earned on the funds
held in the trust account and not previously released to us (less taxes payable and up to
$100,000 of interest income to pay dissolution expenses) divided by the number of then outstanding
public shares.
|
|
|
Redemptions
in Connection with
our Initial Business
Combination
|
|
Other
Permitted Purchases of
Public Shares by our Affiliates
|
|
Redemptions
if we fail to
Complete an Initial Business
Combination
|
|
Impact to remaining shareholder
|
The redemptions in connection with our initial business
combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting
commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds
held in the trust account).
|
|
If the permitted purchases described above are made, there
would be no impact to our remaining shareholders because the purchase price would not be paid by us.
|
|
The redemption of our public shares if we fail to complete
our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be
our only remaining shareholders after such redemptions.
|
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.
|
|
Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
$132,600,000 of the net proceeds of this offering
and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental
Stock Transfer & Trust Company acting as trustee.
|
|
Approximately $112,776,300 of the offering
proceeds, representing the gross proceeds of this offering, 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.
|
|
|
|
|
|
|
Investment of net proceeds
|
132,600,000 of the net proceeds of this offering
and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a
maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act which invest only in direct U.S. government treasury obligations.
|
|
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.
|
|
|
Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
|
|
Receipt of interest on escrowed funds
|
Interest on proceeds from the trust account to be paid to shareholders is reduced
by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business
combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient
working capital to fund the costs and expenses of our dissolution and liquidation.
|
|
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.
|
|
|
|
|
|
|
Limitation on fair value or net assets of target business
|
We must complete one or more business combinations having an aggregate fair
market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable
on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.
|
|
The fair value or net assets of a target business must represent at least 80%
of the maximum offering proceeds.
|
|
|
|
|
|
|
Trading of securities issued
|
The units are expected to begin trading on or promptly after the date of this
prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd
day following the date of this prospectus (or the immediately following business day if such 52nd day is not a business
day) unless BofA Securities, Inc. and Banco BTG Pactual S.A. —
Cayman Branch, the representatives of the underwriters, inform us of their decision to
allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued
a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after
the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If
the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended
Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment
option.
|
|
No trading of the units or the underlying Class A ordinary shares and
warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the
escrow or trust account.
|
|
|
Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
|
|
Exercise of the warrants
|
The warrants cannot be exercised until 30 days after the completion of our
initial business combination.
|
|
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.
|
|
|
|
|
|
|
Election to remain an investor
|
We will provide our public shareholders with the opportunity to redeem their
public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account calculated as of two
business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion
of our initial business combination, subject to the limitations and on the conditions described herein. We may not be required by
law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant
to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of
the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about
the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold
a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant
to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial
business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a
majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect
to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public
shareholder on the record date for the general meeting held to approve the proposed transaction.
|
|
A prospectus containing information pertaining to the business combination
required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing,
within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment
to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require
the return of his, her or its investment. If the company has not received the notification by the end of the 45th business
day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder.
Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to
all of the investors and none of the securities are issued.
|
|
|
Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
|
|
Business
combination deadline
|
If we have not completed
an initial business combination within 18 months from the closing of this offering (or up to 21 months, if we extend the time to
complete a business combination as described in this prospectus), we will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest
income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and in all cases subject to the other requirements of applicable law.
|
|
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.
|
|
|
Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
|
|
Release of funds
|
Except for the withdrawal of interest to pay
our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion
of our initial business combination, (ii) the redemption of our public shares if we have not completed our initial business
combination within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business
combination as described in this prospectus), subject to applicable law, or (iii) the redemption of our public shares properly
submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months from the closing
of this offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or
(B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity.
|
|
The proceeds held in the escrow account are
not released until the earlier of the completion of a business combination or the failure to effect a business combination within
the allotted time.
|
|
|
|
|
|
|
Delivering share certificates
in connection with the exercise of redemption rights
|
We intend to require our public shareholders seeking to exercise
their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s
option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically
using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy
materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior
to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection
with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written
request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner
of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our
public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy
such delivery requirements.
Accordingly, a public shareholder would have up to two business
days prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out
our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes
to seek to exercise its redemption rights.
|
|
Many blank check companies provide that a shareholder can vote
against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise
its redemption rights.
After the business combination is approved, the company would
contact such shareholder to arrange for delivery of its share certificates to verify ownership.
|
|
|
Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
|
|
Limitation on redemption rights of shareholders holding
more than 15% of the shares sold in this offering if we hold a shareholder vote
|
If we seek shareholder approval of our initial business combination and we
do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and
restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert as a “group” (as defined under Section 13 of
the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. However,
we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination.
|
|
Many blank check companies provide no restrictions on the ability of shareholders
to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination.
|
Competition
In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter competition from other entities having a business objective similar to
ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and
effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial,
technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial
resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation
to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us
for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may
not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully
negotiating an initial business combination.
Facilities
We currently utilize office space at 590 Madison
Ave., 34th Floor, New York, NY 10022. We consider our current office space adequate for our current operations.
Employees
We currently have two officers: Gerard Cremoux
and Gerardo Mendoza. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote
as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time
they will devote in any time period will vary based on whether a target business has been selected for our initial business combination
and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion
of our initial business combination.
Periodic Reporting and Financial Information
Prior to the date of this prospectus, we filed
a Registration Statement on Form 8-A with the SEC to voluntarily register our units, Class A ordinary shares and warrants under
Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act,
including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the
Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
We 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 will provide shareholders with audited financial
statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders
to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance
with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited
in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses
we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose
such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time
frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have
financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able
to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot
be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates,
we do not believe that this limitation will be material.
We will be required to evaluate our internal
control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are
deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required
to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance
with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
We are a Cayman Islands exempted company. Exempted
companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying
with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands
government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20
years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income,
gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations
or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other
obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital
by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of
certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth
companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a
less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take
advantage of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the
prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year
period.
Legal Proceedings
There is no material litigation, arbitration
or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
Management
Officers and Directors
Our officers, directors and director nominees
are as follows:
|
Name
|
|
Age
|
|
|
Position
|
|
Gerard Cremoux
|
|
|
50
|
|
|
Chief Executive Officer, Chief
Financial Officer and Director
|
|
Gerardo Mendoza
|
|
|
38
|
|
|
Chief Investment Officer
|
|
Eduardo Cortina
|
|
|
38
|
|
|
Chairman of the Board
|
|
Hector Martinez
|
|
|
52
|
|
|
Managing Director
|
|
Miguel Olea
|
|
|
69
|
|
|
Managing Director
|
|
Michael J. McGuinness
|
|
|
55
|
|
|
Director
|
|
Zain A. Manekia
|
|
|
50
|
|
|
Director Nominee
|
|
Carole Philippe
|
|
|
53
|
|
|
Director Nominee
|
|
Murray Case
|
|
|
65
|
|
|
Board Advisor Nominee
|
|
Juan Manuel Ordoñez
|
|
|
41
|
|
|
Board Advisor Nominee
|
|
Roberto Rittes
|
|
|
47
|
|
|
Board Advisor Nominee
|
|
Aron Schwarzkopf
|
|
|
33
|
|
|
Board Advisor Nominee
|
|
Julio Serrano
|
|
|
53
|
|
|
Board Advisor Nominee
|
|
Adam Wiaktor
|
|
|
65
|
|
|
Board Advisor Nominee
|
Gerard Cremoux, Chief Executive Officer, Chief Financial
Officer and Director
Gerard Cremoux has served as our Chief Executive
Officer since March 2021 and as our Chief Financial Officer and Director since November 2021. Mr. Cremoux is the former Head
of Investment Banking for Latin America at UBS Investment Bank. He led a team of 30 bankers located in Mexico, Colombia, Argentina and
Brazil. With over 25 years of experience in the LatAm market, Mr. Cremoux has worked and/or led over 100 completed transactions,
the vast majority in M&A situations and equity offerings. In M&A he has successfully executed around $25 billion in buy/sell
sides, including the $3.7 billion acquisition of ING LatAm pension assets by Grupo Sura, Bancolombia’s $2.1 billion acquisition
of HSBC Panama and AXA’s in the $1.5 billion acquisition of ING’s operations in Mexico. In terms of equity offerings, he
led the IPO or secondary offerings of 20+ issuers in Latin America including Unifin, Davivienda, Santander Mexico, Inbursa, Grupo
Sura, Banorte, BMV, Bancolombia, and Unibanco. Mr. Cremoux currently works as an exclusive independent advisor in several M&A
transactions and is a board member of a SOFIPO in Mexico. He is also an investor in Fintech companies in the region. Mr. Cremoux
worked 22 years in New York, 3 years in Sao Paulo and has recently moved to Mexico City. Gerard brings his considerable deal experience,
proprietary deal sourcing, public market experience, buy side relationships, vast network of contacts and natural ability to pursue and
generate value.
Gerardo Mendoza, Chief Investment Officer
Gerardo Mendoza has served as our Chief Investment
Officer since March 2021. Mr. Mendoza is Managing Director at DigitalBridge and Managing Partner of SouthLight Capital. Mr. Mendoza
has over 14 years of private equity and investment banking experience. Mr. Mendoza is responsible for sourcing, executing, and monitoring
the group’s investments across Latin America, co-managing the group’s investments in Colombia, Peru, and Chile. Mr. Mendoza
currently sits on the Board of QBCo in Colombia, on the Board of Casaideas in Chile and on the Board of Urbano Express and Acurio Restaurantes
in Peru. He also sits on the Board as an Independent Director for the largest residential developer in Mexico City and the leading niche
redevelopment firm in Mexico City, among other advisory roles.
Prior
to joining the SouthLight Capital business, Mr. Mendoza worked on The Abraaj Group’s investment team in Mexico from
2013 to 2019. Before joining The Abraaj Group in 2013, Mr. Mendoza worked as the Head of New Product Development at Prudential Real
Estate Investors Latin America (“PREI”, now PGIM), where he was responsible for the development, structuring and marketing
of two real estate funds in Mexico. Prior to this, Mr. Mendoza was an Associate Director at PREI´s Transactions Group, where
he was in charge of sourcing, analyzing, negotiating, and closing private equity real estate transactions in Mexico. Mr. Mendoza
has also been an active mentor at Endeavor since 2009 and is the former President of Net Impact´s Mexican chapter. Mr. Mendoza
holds an MBA degree from Stanford University´s Graduate School of Business and a BA degree in Economics from Instituto Tecnológico
Autónomo de México.
Eduardo Cortina, Chairman of the Board of Directors
Eduardo
Cortina has been a member of our board of directors since March 2021. Mr. Cortina is Managing Director at DigitalBridge and
Co-Managing Partner of SouthLight Capital. Mr. Cortina has over +16 years of experience in the finance industry and is responsible for
sourcing, executing, and monitoring the group’s investments throughout Latin America, including co-managing the group’s investments
in Mexico. He currently sits on the Board of Acritus, Mexarrend and formerly Emerging Energy in Mexico, on the Board of Saint Honoré
and Selina. Since the launch of CLAF l, Mr. Cortina has led multiple investments in CLAP funds and led fundraising efforts for Mexico,
which included a CKD vehicle. Prior to joining the SouthLight Capital business, Mr. Cortina worked for Banco Santander Mexico
in portfolio management and equity investments and in Actinver, a medium-sized Investment Bank in Mexico. Before transitioning into finance,
he worked for a water treatment plant construction company. Mr. Cortina is the Chairman of the Mexican Private Equity Association (AMEXCAP)
and Secretary Advisor for Construyendo, a non-profit organization that builds housing for the lowest income layers. Mr. Cortina holds
an MBA degree from Kellogg School of Management and an Industrial Engineering degree from Universidad Iberoamericana and is a CFA®
charter holder.
Hector Martinez, Managing Director
Héctor
Martínez has served as a Managing Director since March 2021. Mr. Martinez is Managing Director at DigitalBridge and
Co-Managing Partner of SouthLight Capital. Mr. Martínez has over 25 years of investment banking, project finance and private
equity experience in Latin America. Mr. Martínez is responsible for sourcing, executing, and monitoring the group’s
investments across Latin America, co-managing the group’s investments in Chile and Peru. Mr. Martínez currently sits
on the Board of Urbano Express and Acurio Restaurantes in Peru, on the Board of Casaideas in Chile and on the Board of QBCo in Colombia.
Prior to joining the SouthLight Capital business, Mr. Martínez managed the overall activities of The Abraaj Group
in Peru since 2008, which was expanded to include Chile in 2015 and Colombia in 2017. Prior to the Abraaj Group, Mr. Martínez
was a Director of Project Finance at Latin Pacific Capital, where he led several advisory projects in the mining, infrastructure, and
agribusiness sectors. Mr. Martinez also worked at Santander Investment, where he was the Vice President responsible for cross-border
M&A and project finance, and at Interinvest (Interbank Group), where he worked on several mergers and acquisitions in the small and
mid-cap sector. Mr. Martínez also worked at HSBC Securities in New York, where he was responsible for the origination and
execution of equity underwriting mandates for Latin American corporations on the NYSE. Mr. Martínez holds an MBA from the
University of North Carolina and a law degree from the Pontificia Universidad Católica del Perú.
Miguel Olea, Managing Director
Miguel Olea has served as a Managing Director
since March 2021. Mr. Olea is Managing Director at DigitalBridge and Co-Managing Partner of SouthLight Capital. Mr. Olea
was integral in the structuring and integration of SouthLight Capital, which was established through DigitalBridge’s acquisition
of the Latin American team that previously managed the Abraaj LatAm private equity funds. Mr. Olea is Chairman of the Board on Emerging
Energy, Docuformas and Acritus in Mexico and is also on the Board of Casaideas in Chile. Mr. Olea began his career in the Mexican
public sector. Mr. Olea’s experience includes positions such as Director of International Finance at Mexicoʼs Ministry
of Finance, Minister Counselor responsible for the Economic Section of the Mexican Embassy to the United States (1982) and Chief
of Staff for the Minister of Foreign Affairs, where he was appointed Ambassador by President Miguel de la Madrid. For the past 33 years
Miguel Olea has been doing private equity, founding OPCAP, one of the pioneer PE funds in Mexico, and then moving on to Aureos, Abraaj
and lately SouthLight Capital as Partner and Manager. Mr. Olea holds a BSc in mechanical and electrical engineering from the Universidad
Anáhuac in Mexico City, a MSc in engineering management and a MSc in operations research from Stanford University in California.
Michael J. McGuinness, Independent Director
Michael J. McGuinness has been a member of our
board of directors since March 2021. Mr. McGuinness is an M&A partner in the New York office of Jones Day. Before Jones
Day, he was an M&A partner in the New York office of Shearman & Sterling, where he led the firm’s Latin American M&A
practice. For the past 25 years, Mr. McGuinness' law practice has focused on managing complicated cross-border M&A transactions
across Latin America. His experience includes representing J&F Investimentos in its attempted $4 billion sale of Brazilian pulp &
paper company Eldorado to Celulosa Arauco, GrupoSura in its $3.6 billion acquisition of ING's Latin America pensions assets, Anglo American
plc in its $5.4 billion sale to Mitsubishi of a minority stake in Chilean copper mining company Anglo American Sur, and JBS in its $2.8
billion acquisition of a majority stake of Pilgrim's Pride. In addition to his Latin American experience, Mr. McGuinness held several
prominent roles at GE, including general counsel of one of its industrial business units, and has executed more than a dozen significant
transactions for GE. Mr. McGuinness, who has appeared on Bloomberg News to discuss U.S.-Mexico relations and published widely on
Latin American matters, has been recognized as a "legal star" by the Latin Business Chronicle and described by The Legal 500
as a "Latin America M&A Heavyweight." He brings his 25 years of deal sourcing and execution skills on high-profile transactions
as well as his considerable experience and network of contacts across Latin America.
Zain A. Manekia, Independent Director Nominee
Zain A. Manekia will serve as a member
of our board of directors following the completion of this offering. Mr. Manekia has comprehensive deal structuring capabilities and
broad knowledge of products across the capital spectrum in both public and private equity and debt capital markets. He has been involved
in underwriting more than 100 transactions in the United States, Europe, and Latin America, with over US$60.0 billion in transaction
value and a solid track record on sourced and proprietary capital. Mr. Manekia is the founder and managing principal of Cicerone Advisers
LLC (“Cicerone”), established in 2001, a boutique merchant banking firm that provides strategic advice and delivers capital
solutions to leading and emerging companies. Mr. Manekia has orchestrated numerous transactions, including leveraged buyouts, recapitalizations,
mergers and acquisitions, and financial restructurings. Mr. Manekia began his professional career in 1991 as a proprietary trading desk
analyst at BD Securities, a single-family office in New York, where he managed a portfolio of listed securities focused on semiconductors,
telecommunications, transportation, and retail sectors. In 1993, he joined S.G. Warburg, a predecessor firm to UBS Investment Bank, as
a senior associate and a joint-lead member of the Special Situations team. From 1995 until late 2000, he served as an executive director
and head of the Latin American TMT research group. Mr. Manekia was a vital member of building the Latin American investment banking,
research, sales, and trading teams at UBS, leading the successful integration of the bank’s Latin American research departments
in a merger between SBC Warburg and UBS AG.
Carole Philippe, Independent Director Nominee
Carole Philippe will serve as a member of
our board of directors following the completion of this offering. From 2015 to 2016, Mrs. Philippe served as General Counsel and as a
member of the Board and Audit, Risk and Executive Committees of Invesco Europe, a financial services company. From 2008 to 2014, Mrs.
Philippe held several roles at Aviva AM, a financial services company, including serving on the Board and Executive, Audit, Risk and
Investment Committees, as Chief of Staff to the Chief Executive Officer, as Head of the Infrastructure Committee and as General Counsel.
Prior to joining Aviva AM, Mrs. Philippe held executive positions in various global banks, including Head of Legal for Europe and Middle
East for the Hedge Fund Division and Head of Investment Banking Continental Europe at Merrill Lynch. Mrs. Philippe has a Finance diploma
from Institut des Sciences Politiques de Paris and a Maitrise en Droit from Universite de Paris Sceaux. We believe Mrs. Philippe’s
experience in global investment companies will make her well qualified to serve as a director.
Murray Case, Board Advisor Nominee
Murray Case will serve as an advisor to our
board of directors following the completion of this offering. Murray Case is an Operating Partner at SouthLight Capital and Chairman
of Scala Data Centers. Mr. Case has focused on Latin American digital infrastructure since 2017. He is also currently the lead director
of a Brazilian metro fiber operator and a Colombian financial software firm. He is also a director of a Mexican broadband provider. Prior
to his current roles, he was Chief Executive of Grupo redIT, an operator of communications networks, data centers and managed information
services in Mexico and the Western U.S., until it was sold to Kio Networks in 2014. Under his leadership, Grupo redIT opened multiple
new metro fiber markets, built one of the largest data center complexes in Mexico and was a leading provider of mission-critical IT services.
Prior to co-founding Grupo redIT in the late 1990’s, Mr. Case directed the banking representative office of Salomon Brothers in
Mexico City, which he established in 1994. Mr. Case received a Bachelor of Arts from Harvard University and an MBA from Harvard
Business School.
Juan Manuel Ordoñez, Board Advisor Nominee
Juan Manuel Ordoñez will serve as an
advisor to our board of directors following the completion of this offering. Since 2014, Mr. Ordoñez has served as Chief Executive
Officer of Tinello Capital, a single-family office of a Colombian conglomerate, leading its investment practice in public and private
markets. His current board roles include Pulpomatic S.L., a B2B SaaS that provides fleet management tools, and Centeo S.A. de C.V, a
SME credit originator fintech. From 2016 to 2019, Mr. Ordoñez served as Director of Cimacast Inc. a digital advertising company.
He also served for three years on the Investment Committee of RCN media for equity funds. Over the last seven years, Mr. Ordoñez
has been a Board observer in seven additional companies. Prior to joining Tinello Capital, Mr. Ordoñez worked at Navent group
(as Riverwood Capital in-house team), Advent International, Violy and Company and Sudameris Bank. Mr. Ordoñez has an MBA from
MIT Sloan School of Management and a B.S.in Industrial Engineering, from Los Andes University.
Roberto Rittes, Board Advisor Nominee
Roberto Rittes will serve as an advisor to
our board of directors following the completion of this offering. From 2017 to 2019, Mr. Rittes served as the Chief Executive Officer
of Nextel Brazil and the Principal Executive Officer of its Nasdaq listed holding company, NII Holdings and led the turnaround and subsequent
US$950 million sale of the business to América Móvil. Until July 2020, Mr. Rittes also led the post-merger integration
of Nextel into Claro, América Móvil’s business in Brazil.
Prior to joining Nextel, Mr. Rittes was the
Head of Value Creation at H.I.G. Capital, a leading global private equity firm. He also served as the Chief Financial Officer
and Chief Operating Officer of Boa Vista Serviços, a Brazilian credit bureau managed by TMG Capital, as the Chief Financial Officer
of Estre Ambiental, an environmental services group managed by BTG and Angra Partners, and as key officer for Brazilian telecom
companies Oi and Brasil Telecom. Mr. Rittes started his career at UBS’ New York based Latin American investment
banking team and later joined the bank’s telecom, media and technology group. Mr. Rittes has an MBA from Harvard Business
School and a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in Sao
Paulo, Brazil. Mr. Rittes serves a director at the board of Atento (NYSE: ATTO) and as an advisor to the board of ICE Group (Oslo: ICE.NO),
the third mobile operator in Norway. Mr Rittes is also a board member and donor to fundação Despertar, an NGO providing
professional education to underprivileged teenagers.
Aron Schwarzkopf, Board Advisor Nominee
Aron Schwarzkopf will serve as an advisor
to our board of directors following the completion of this offering. Mr. Schwarzkopf is the current Co-founder and CEO of Kushki,
a digital payment processor, with more than 20 years of experience in the payments industry. Kushki is one of the fastest-growing Fintech
in Latin America. Most recently, Aron also Co-founded Leaf, the world’s first mobile Point of Sale (POS) payment tablet. He later
sold the company to Heartland Payment Systems (NYSE:GPN). He is also a mentor at Techstars, and a member of the New York Angels, one
of the longest-running active angel groups in New York City. The group is an independent consortium of over 100 individual accredited
angel investors, venture capitalists, and executives. Aron has a Bachelor of Science in Entrepreneurship / Entrepreneurial Studies from
Babson College and also attended the Chinese University of Hong Kong and Singularity University.
Julio Serrano, Board Advisor Nominee
Julio Serrano will serve as an advisor to
our board of directors following the completion of this offering. Mr. Serrano is the founding partner of SMDP, an early-stage investment
firm. He is Chairman of ENI Networks, an internet service provider in Mexico, and PLM, a digital health information company with operations
in Latin America. He is also a board member of Cimbra Capital, a residential apartment building developer in Mexico. His prior board
roles include serving as a board member of Pro Organic Growers, an organic fruit exporter in Mexico, and as Chairman of redIT, a metropolitan
fiber optic and data center operator, and Maxiprenda, a pawnshop chain, which are both based in Mexico. Mr. Serrano holds a BSc degree
in Applied Mathematics from ITAM in Mexico and an MBA from Harvard Business School.
Adam Wiaktor, Board Advisor Nominee
Adam Wiaktor will serve as an advisor to our
board of directors following the completion of this offering. From July 1996 until December 2018, Mr. Wiaktor served as the founder and
Chief Executive Officer of Docuformas SAPI de CV, a Mexican equipment leasing company now operating under the name Mexarrend SAPI de
CV (“Mexarrend”). Mr. Wiaktor sold a substantial amount of his shares in Mexarrend to three private equity funds in 2018,
but he continues to serve as a director on Mexarrend’s board of directors. Prior to founding Docuformas SAPI de CV, Mr. Wiaktor
worked for the Xerox subsidiary in Mexico (Xerox Mexicana SA de CV) from 1989 to July 1996. Mr. Wiaktor holds Master’s Degrees
from the University of Southern California Los Angeles and Carleton University as well as Bachelor’s Degrees from the University
of Manchester and Escuela Bancaria y Comercial.
Director Independence
Nasdaq listing standards 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 who, in the opinion of the company’s board of directors, has no material relationship with the listed company
(either directly or as a partner, shareholder, shareholder 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 four “independent directors”
as defined in Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our independent directors
will have regularly scheduled meetings at which only independent directors are present.
Officer and Director Compensation
None of our officers or directors have received
any cash compensation for services rendered to us. Our sponsor, officers and directors, or any of their respective affiliates will be
reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses
and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that
were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination
will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not
expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket
expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business
combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees,
will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our
initial business combination.
After the completion of our initial business
combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined
company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or
tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established
any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely
the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the
post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers
will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely
by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure
that members of our management team maintain their positions with us after the consummation of our initial business combination, although
it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after
our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions
with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the
ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in
our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that
provide for benefits upon termination of employment.
Committees of the Board of Directors
Upon the effectiveness of the registration statement
of which this prospectus forms a part, we expect that our board of directors will have three standing committees: an audit committee,
a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation committee
will be composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange
Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require
that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a
charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee
will be available on our website following the closing of this offering.
Audit Committee
Upon the effectiveness of the registration
statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Zain A. Manekia, Michael
J. McGuinness and Carole Philippe will serve as the members and Zain A. Manekia will serve as chair of the audit committee. Michael J.
McGuinness, Carole Philippe and Zain A. Manekia are independent of and unaffiliated with our sponsor and our underwriters. Under
Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent.
Each of Zain A. Manekia, Michael J.
McGuinness and Carole Philippe are financially literate and our board of directors has determined that Zain A. Manekia qualifies as an
“audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management
expertise.
We have adopted an audit committee charter, which
will detail the principal functions of the audit committee, including:
|
|
·
|
assisting
board oversight of (1) the integrity of our financial statements, (2) our compliance
with legal and regulatory requirements, (3) our independent registered public accounting
firm’s qualifications and independence, and (4) the performance of our internal
audit function and independent registered public accounting firm; the appointment, compensation,
retention, replacement, and oversight of the work of the independent registered public accounting
firm and any other independent registered public accounting firm engaged by us;
|
|
|
·
|
pre-approving
all audit and non-audit services to be provided by the independent registered public accounting
firm or any other registered public accounting firm engaged by us, and establishing pre-approval
policies and procedures; reviewing and discussing with the independent registered public
accounting firm all relationships the registered public accounting firm has with us in order
to evaluate their continued independence;
|
|
|
·
|
setting clear policies
for audit partner rotation in compliance with applicable laws and regulations; obtaining
and reviewing a report, at least annually, from the independent registered public accounting
firm describing (1) the independent registered public accounting firm’s internal
quality-control procedures and (2) any material issues raised by the most recent internal
quality-control review, or peer review, of the independent registered public accounting firm,
or by any inquiry or investigation by governmental or professional authorities, within the
preceding five years respecting one or more independent audits carried out by the firm and
any steps taken to deal with such issues;
|
|
|
·
|
meeting to review
and discuss our annual audited financial statements and quarterly financial statements with
management and the independent registered public accounting firm, including reviewing our
specific disclosures under “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”; reviewing and approving any related party transaction
required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior
to us entering into such transaction; and
|
|
|
·
|
reviewing with management,
the independent registered public accounting firm, and our legal advisors, as appropriate,
any legal, regulatory or compliance matters, including any correspondence with regulators
or government agencies and any employee complaints or published reports that raise material
issues regarding our financial statements or accounting policies and any significant changes
in accounting standards or rules promulgated by the Financial Accounting Standards Board,
the SEC or other regulatory authorities.
|
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. Zain A. Manekia,
Michael J. McGuinness and Carole Philippe will serve as the members and Carole Philippe as chair of the compensation committee. Under
Nasdaq listing standards, all the directors on the compensation committee must be independent.
We have adopted a compensation committee charter,
which will detail the principal functions of the compensation committee, including:
|
|
·
|
reviewing and approving
on an annual basis the corporate goals and objectives relevant to our chief executive officer’s
compensation, evaluating our chief executive officer’s performance in light of such
goals and objectives and determining and approving the remuneration (if any) of our chief
executive officer based on such evaluation;
|
|
|
·
|
reviewing
and making recommendations to our board of directors with respect to the compensation, and
any incentive compensation and equity based plans that are subject to board approval of all
of our other officers;
|
|
|
·
|
reviewing our executive
compensation policies and plans;
|
|
|
·
|
implementing and administering
our incentive compensation equity-based remuneration plans;
|
|
|
·
|
assisting management
in complying with our proxy statement and annual report disclosure requirements;
|
|
|
·
|
approving all special
perquisites, special cash payments and other special compensation and benefit arrangements
for our officers and employees;
|
|
|
·
|
producing a report
on executive compensation to be included in our annual proxy statement; and
|
|
|
·
|
reviewing, evaluating
and recommending changes, if appropriate, to the remuneration for directors.
|
Notwithstanding the foregoing, as indicated above,
other than reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid
to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render
in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation
of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation
arrangements to be entered into in connection with such initial business combination.
The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser
and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging
or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider
the independence of each such adviser, including the factors required by Nasdaq and the SEC.
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 will be Zain A. Manekia, Michael J. McGuinness and Carole Philippe. Michael
J. McGuinness will serve as chair of the nominating and corporate governance committee.
We have adopted a nominating and corporate governance
committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including:
|
|
·
|
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 appointment
at the annual general meeting or to fill vacancies on the board of directors;
|
|
|
·
|
developing and recommending
to the board of directors and overseeing implementation of our corporate governance guidelines;
|
|
|
·
|
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
|
|
|
·
|
reviewing on a regular
basis our overall corporate governance and recommending improvements as and when necessary.
|
The charter also provides 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 shareholders.
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.
Compensation Committee Interlocks and Insider
Participation
None of our officers currently serves, or in
the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board
of directors.
Code of Business Conduct and Ethics
Prior to the consummation of this offering, we
adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of
Business Conduct and Ethics as an exhibit to the registration statement of which this prospectus is a part. You will be able to review
this document by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Business
Conduct and Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us.
See the section of this prospectus entitled “Where You Can Find Additional Information.” If we make any amendments to our
Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including
any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal
financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable
SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website
is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references
to our website are intended to be inactive textual references only.
Conflicts of Interest
Under Cayman Islands law, directors and officers
owe the following fiduciary duties:
|
|
(i)
|
duty to act in good faith in what the director or officer believes
to be in the best interests of the company as a whole;
|
|
|
(ii)
|
duty to exercise powers for the purposes for which those powers
were conferred and not for a collateral purpose;
|
|
|
(iii)
|
directors should not improperly fetter
the exercise of future discretion;
|
|
|
(iv)
|
duty to exercise powers fairly as between different sections of
shareholders;
|
|
|
(v)
|
duty not to put themselves in a position in which there is a conflict
between their duty to the company and their personal interests; and
|
|
|
(vi)
|
duty to exercise independent judgment.
|
In addition to the above, directors also owe
a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having
both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the company and the general knowledge skill and experience of that director.
As set out above, directors have a duty not to
put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result
of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance
by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum
and articles of association or alternatively by shareholder approval at general meetings.
Each of our officers and directors presently
has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such
officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers
or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles
of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same
or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered
an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer
on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers
or directors will materially affect our ability to complete our initial business combination.
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.
Below is a table summarizing the other entities
to which our officers, directors and director nominees currently have fiduciary duties or contractual obligations:
|
Individual
|
|
Entity/Organization
|
|
Entity’s
Business
|
|
Affiliation
|
|
Gerard Cremoux
|
|
Financiera Auxi, S.A. de C.V., S.F.P.
|
|
Financial company
|
|
Director
|
|
|
|
|
|
|
|
|
|
Gerardo Mendoza
|
|
DigitalBridge Group, Inc.
|
|
Private equity firm
|
|
Managing Director
|
|
|
|
|
|
|
|
|
|
Eduardo Cortina
|
|
DigitalBridge Group, Inc.
|
|
Private equity firm
|
|
Managing Director
|
|
|
|
|
|
|
|
|
|
Murray Case
|
|
DigitalBridge Group, Inc.
|
|
Real estate investment trust
|
|
Operating Partner Chairman
|
|
|
|
Scala Data Centers
|
|
Data center services
|
|
|
|
|
|
|
|
|
|
|
|
Hector Martinez
|
|
DigitalBridge Group, Inc.
|
|
Private equity firm
|
|
Managing Director
|
|
|
|
|
|
|
|
|
|
Zain A. Manekia
|
|
Cicerone Advisers LLC
|
|
Merchant banking firm
|
|
Managing Principal
|
|
|
|
|
|
|
|
|
|
Michael J. McGuinness
|
|
Jones Day
|
|
Law firm
|
|
Partner
|
|
|
|
|
|
|
|
|
|
Miguel Olea
|
|
DigitalBridge Group, Inc.
|
|
Private equity firm
|
|
Managing Director
|
|
|
|
|
|
|
|
|
|
Juan Manuel Ordoñez
|
|
Tinello Capital
|
|
Family office
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Roberto Rittes
|
|
Atento
|
|
Customer Relationship Management Services
|
|
Director
|
|
|
|
ICE Group
|
|
Mobile Operator
|
|
Board Advisor
|
|
|
|
|
|
|
|
|
|
Aron Schwarzkopf
|
|
Kushki
|
|
Digital payment processor
|
|
Co-founder, CEO
|
|
|
|
|
|
|
|
|
|
Julio Serrano
|
|
SMDP
|
|
Investment firm
|
|
Partner
|
|
|
|
ENI Networks
|
|
Internet service provider
|
|
Chairman
|
|
|
|
PLM
|
|
Digital health company
|
|
Chairman
|
|
|
|
|
|
|
|
|
|
Adam Wiaktor
|
|
Mexarrend SAPI de CV
|
|
Equipment leasing company
|
|
Director
|
Potential investors should also be aware of the
following other potential conflicts of interest:
|
|
·
|
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 businesses. We do not intend to have any full-time
employees prior to the completion of our initial business combination. Each of our officers
is engaged in several other business endeavors for which he may be entitled to substantial
compensation, and our officers are not obligated to contribute any specific number of hours
per week to our affairs.
|
|
|
·
|
Our initial shareholders
purchased founder shares prior to the date of this prospectus and will purchase private placement
warrants in a transaction that will close simultaneously with the closing of this offering.
Our sponsor, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed to waive their redemption rights with respect to their founder
shares and public shares in connection with the completion of our initial business combination.
Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating
distributions from the trust account with respect to their founder shares if we fail to complete
our initial business combination within the prescribed time frame. If we do not complete
our initial business combination within the prescribed time frame, the private placement
warrants will expire worthless. Furthermore, our sponsor, officers and directors will agree
not to transfer, assign or sell any of their founder shares and any Class A ordinary
shares issuable upon conversion thereof until the earlier to occur of: (i) one year
after the completion of our initial business combination or (ii) the date following
the completion of our initial business combination on which we complete a liquidation, merger,
share exchange or other similar transaction that results in all of our shareholders having
the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding
the foregoing, if the closing price of our Class A ordinary shares equals or exceeds
$12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination, the founder shares will
be released from the lockup.
|
The private placement warrants (including
the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following
the completion of our initial business combination. Because each of our officers and directors will own ordinary shares or warrants directly
or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with
which to effectuate our initial business combination.
|
|
·
|
Our officers and directors
may have a conflict of interest with respect to evaluating a particular business combination
if the retention or resignation of any such officers and directors was included by a target
business as a condition to any agreement with respect to our initial business combination.
|
We are not prohibited from pursuing an initial
business combination with a business combination target that is affiliated with our sponsor, officers or directors or completing the
business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event
we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, officers
or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a
member of FINRA or a valuation or appraisal firm, that such initial business combination is fair to our company from a financial point
of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our
existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee
or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination.
We cannot assure you that any of the above mentioned
conflicts will be resolved in our favor.
In the event that we submit our initial business
combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and
they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the
offering in favor of our initial business combination.
Limitation on Liability and Indemnification
of Officers and Directors
Cayman Islands law does not limit the extent
to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to
the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association
provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred
in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy
of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement
or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We also
intend to enter into indemnity agreements with them.
Our officers and directors have agreed to waive
any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title,
interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not
seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be
satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Our indemnification obligations may discourage
shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may
have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if
successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance
and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Principal
Shareholders
The following table sets forth information regarding
the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A
ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:
|
|
·
|
each person known
by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
|
|
|
·
|
each of our officers
and directors; and
|
|
|
·
|
all our officers and
directors as a group.
|
Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.
The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable
within 60 days of the date of this prospectus.
In June 2021, our sponsor paid $25,000,
or approximately $0.007 per share, to cover certain of our offering costs, in exchange for an aggregate of 3,737,500 founder shares.
Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The number
of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 14,950,000
units if the underwriters’ over-allotment option is exercised in full and therefore that such founder shares would represent 20%
of the outstanding shares after this offering. Up to 487,500 of these shares may be surrendered for no consideration depending on the
extent to which the underwriters’ over-allotment is exercised. The post-offering percentages in the following table assume that
the underwriters do not exercise their over-allotment option, that 487,500 founder shares have been surrendered to us for no consideration,
and that there are 13,000,000 ordinary shares issued and outstanding after this offering. This table also excludes forward purchase shares
that will only be issued, if at all, at the time of our initial business combination.
|
|
|
Number of Shares
Beneficially Owned(2)
|
|
|
Approximate
Percentage of
Outstanding Ordinary
Shares
|
|
|
|
|
Before Offering
|
|
|
After Offering
|
|
|
Before Offering
|
|
|
After Offering
|
|
|
Name and Address of Beneficial Owner(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LatAmGrowth Sponsor LLC(3)
|
|
|
3,737,500
|
(4)
|
|
|
3,250,000
|
|
|
|
100.0
|
%
|
|
|
20.0
|
%
|
|
Gerard Cremoux
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Eduardo Cortina
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Murray Case
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. McGuinness
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Zain A. Manekia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hector Martinez
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Gerardo Mendoza
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Miguel Olea
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Juan Manuel Ordoñez
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carole Philippe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roberto Rittes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aron Schwarzkopf
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Julio Serrano
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam Wiaktor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All officers and directors as a group (14 individuals)
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(1)
|
Unless otherwise noted, the business
address of each of the following is 590 Madison Ave., 34th Floor, New York, NY
10022.
|
|
(2)
|
Interests shown consist
solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary
shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject
to adjustment, as described in the section entitled “Description of Securities.”
|
|
|
(3)
|
LatAmGrowth Sponsor LLC, our sponsor,
is the record holder of such shares and is controlled by a board of managers initially consisting
of Gerard Cremoux, Eduardo Cortina and Gerardo Mendoza. Each manager of LatAmGrowth Sponsor
LLC has one vote, and the approval of two of the three members of the board of managers is
required to approve an action of LatAmGrowth Sponsor LLC. Under the so-called “rule of
three,” if voting and dispositive decisions regarding an entity’s securities
are made by two or more individuals, and a voting and 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. This is the situation with regard to LatAmGrowth Sponsor
LLC. Based upon the foregoing analysis, no individual manager of LatAmGrowth Sponsor LLC
exercises voting or dispositive control over any of the securities held by LatAmGrowth Sponsor
LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them
will be deemed to have or share beneficial ownership of such shares and, for the avoidance
of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary
interest he may have therein, directly or indirectly.
|
|
|
(4)
|
Includes up to 487,500 founder shares held by our sponsor that may be
surrendered for no consideration depending on the extent to which the underwriters’
over-allotment option is exercised.
|
Immediately after this offering, our initial
shareholders will beneficially own 20.0% of the then issued and outstanding ordinary shares (assuming they do not purchase any units
in this offering). Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held
prior to or in connection with the completion of our initial business combination. Holders of our public shares will not have the right
to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership block, our initial
shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including
amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including
our initial business combination.
Our sponsor has committed, pursuant to a written
agreement, to purchase an aggregate of 7,900,000 private placement warrants (or 8,680,000 private placement warrants if the underwriters’
over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price
of $1.00 per warrant, or $7,900,000 in the aggregate (or $8,680,000 if the underwriters’ over-allotment option is exercised in
full), in a private placement that will occur simultaneously with the closing of this offering. The private placement warrants will be
identical to the warrants sold in this offering except that the private placement warrants, so long as they are held by our sponsor,
or its permitted transferees, (i) will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable
upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days
after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will
be entitled to registration rights. A portion of the purchase price of the private placement warrants will be added to the proceeds from
this offering to be held in the trust account such that at the time of closing of this offering $132.6 million (or $152.49 million 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 up to 21 months, if we extend the time to complete a business combination
as described in this prospectus), the private placement warrants will expire worthless. The private placement warrants are subject to
the transfer restrictions described below.
LatAmGrowth Sponsor LLC, our sponsor, and our
officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.
Transfers of Founder Shares and Private Placement
Warrants
The founder shares, private placement warrants
and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to
lock-up provisions in the agreement entered into by our sponsor and the management team. Those lock-up provisions provide that such securities
are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one year after the completion
of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A
ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination
and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share
exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property and (ii) in the case of the private placement warrants and any Class A ordinary
shares issuable upon conversion or exercise thereof, until 30 days after the completion of our initial business combination except in
each case (a) to our officers or directors, any affiliate or family member of any of our officers or directors, any affiliate of
our sponsor, to any member of the sponsor or any of their affiliates, (b) in the case of an individual, as a gift to such person’s
immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person
or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such
person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers
made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination
at prices no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the
Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor;
(g) in the event of our liquidation prior to our consummation of our initial business combination; or (h) in the event
that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar
transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property; provided, however, that in the case of clauses (a) through (g) these permitted transferees must enter into
a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.
Registration Rights
The holders of the (i) founder shares,
which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants, which will be issued
in a private placement simultaneously with the closing of this offering and the Class A ordinary shares underlying such private
placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration
rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement. Pursuant to
the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $1,500,000 of working
capital loans are converted into private placement warrants, we will be obligated to register up to 10,927,500 Class A ordinary
shares and 7,190,000 warrants. The number of Class A ordinary shares includes (i) 3,737,500 Class A ordinary shares to
be issued upon conversion of the founder shares, (ii) 8,680,000 Class A ordinary shares underlying the private placement warrants
and (iii) 1,500,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital
loans. The number of warrants includes 8,680,000 private placement warrants and up to 1,500,000 additional private placement warrants
issuable upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding
short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.
The forward purchase agreement also provides
that the Sponsor Affiliate is entitled to certain registration rights with respect to its forward purchase units, including the Class
A ordinary shares underlying its forward purchase warrants.
Certain
Relationships and Related Party Transactions
In June 2021, our sponsor paid $25,000,
or approximately $0.007 per share, to cover certain of our offering costs, in exchange for an aggregate of 3,737,500 founder shares.
Up to 487,500 of the founder shares may be surrendered by our sponsor for no consideration depending on the extent to which the underwriters’
over-allotment is exercised.
Our sponsor has committed to, pursuant to
a written agreement, to purchase an aggregate of 7,900,000 private placement warrants (or 8,680,000 private placement warrants if the
underwriters’ over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50
per share, at a price of $1.00 per warrant, or $7,900,000 in the aggregate (or $8,680,000 if the underwriters’ over-allotment option
is exercised in full), in a private placement that will close simultaneously with the closing of this offering. The private placement
warrants will be identical to the warrants sold in this offering except that the private placement warrants, so long as they are held
by our sponsor or its permitted transferees, (i) will not be redeemable by us, (ii) may not (including the Class A ordinary
shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis
and (iv) will be entitled to registration rights.
We will enter into a forward purchase agreement
with the Sponsor Affiliate, pursuant to which it will commit that it will purchase from us up to 4,000,000 forward purchase units, consisting
of one Class A ordinary share (the “forward purchase shares”) and one-half of one warrant to purchase one Class A ordinary
share (the “forward purchase warrants”), for $10.00 per unit, or an aggregate amount of up to $40,000,000, in a private placement
that will close concurrently with the closing of our initial business combination. The proceeds from the sale of these forward purchase
units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and
any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements
of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the
post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account
and other financing are sufficient for such cash requirements, the Sponsor Affiliate may purchase less than 4,000,000 forward purchase
units. In addition, the Sponsor Affiliate’s commitment under the forward purchase agreement will be subject to approval, prior
to our entering into a definitive agreement for our initial business combination, of its investment committee as well as customary closing
conditions under the forward purchase agreement.
The forward purchase warrants will have the
same terms as the private placement warrants and the forward purchase shares will be identical to the Class A ordinary shares included
in the units being sold in this offering, except that they will be subject to transfer restrictions and registration rights, as described
herein. Any forward purchase warrant held by a holder other than the Sponsor Affiliate or its permitted transferees will have the same
terms as the warrants included in the units being sold in this offering.
The forward purchase agreement also provides
that the Sponsor Affiliate is entitled to certain registration rights with respect to its forward purchase units, including the Class
A ordinary shares underlying its forward purchase warrants.
We currently utilize office space at 590 Madison
Ave., 34th Floor, New York, NY 10022 from our sponsor as our executive offices.
No compensation of any kind,
including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective
affiliates, for services rendered prior to or in connection with the completion of an initial business combination. In addition, these
individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers, directors or our or their affiliates.
Prior to the closing of this offering, our sponsor
may loan us funds to be used for a portion of the expenses of this offering. These loans would be non-interest bearing, unsecured and
are due at the earlier of June 15, 2022 or the closing of this offering.
In addition, in order to finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business
combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion
of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used
for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination
entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.
Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to
such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor
or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any
and all rights to seek access to funds in our trust account.
If we anticipate that we may not be able to
consummate our initial business combination within 18 months, we may, but are not obligated to, extend the period of time to consummate
a business combination by an additional three months (for a total of up to 21 months to complete a business combination). Pursuant to
the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and
Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate
our initial business combination, our sponsor (or its affiliates or designees), upon five days advance notice prior to the applicable
deadline, must deposit into the trust account for the three month extension $1,300,000 or $1,495,000 if the underwriters’ over-allotment
option is exercised in full ($0.10 per share), on or prior to the date of the deadline. Any such payment would be funded from the proceeds
of a non-interest bearing loan between our sponsor and us. Such loan 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. If we complete our initial business combination,
we would repay such loaned amount out of the proceeds of the trust account released to us. The letter agreement with our initial shareholders
contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loan in the event that we do not
complete a business combination. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate
an initial business combination or redeem their shares in connection with such extension. In the event that we determine to effect an
extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend
to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. Our sponsor and their
affiliates or designees are not obligated to enter into any such loan agreement with us that would allow us to fund the trust account
to extend the time for us to complete our initial business combination.
Any of the foregoing payments to our sponsor,
repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using
funds held outside the trust account.
After our initial business combination, members
of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all
amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as
applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of
such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as
it will be up to the directors of the post-combination business to determine executive and director compensation.
We have entered into a registration rights agreement
with respect to the founder shares and private placement warrants, which is described under the heading “Principal Shareholders—Registration
Rights.”
Policy for Approval of Related Party Transactions
The audit committee of our board of directors
will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.”
A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the
company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000
or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the
duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will
have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees
for director or officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any
immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe
a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee
will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms
comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the
related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies,
(iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company
and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member of the
board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed
related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related
party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the
policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person
transaction in which he or she is the related party.
Description
of Securities
We are a Cayman Islands exempted company (company
number 376014) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and
the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which will be adopted
upon the consummation of this offering, we will be authorized to issue 220,000,000 ordinary shares, $0.0001 par value each, including
200,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preferred shares, $0.0001
par value each. The following description summarizes certain terms of our shares as set out more particularly in our amended and restated
memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you.
Units
Public Units
Each unit has an offering price of $10.00 and
consists of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrant
agreement, a warrant holder may exercise its warrants only for a whole number of the Company’s Class A ordinary shares. This
means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-half of
one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds two halves of
one warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share. The Class A
ordinary shares and warrants comprising the units are expected to begin separate trading on the 52nd day following the date
of this prospectus (or the immediately following business day if such 52nd day is not a business day) unless BofA Securities, Inc.
and Banco BTG Pactual S.A. —
Cayman Branch, the representatives of the underwriters, inform us of their decision to allow earlier
separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing
when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have
the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact
our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be
able to receive or trade a whole warrant.
In no event will the Class A ordinary shares
and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance
sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K which includes this
audited balance sheet upon the completion of this offering, which is anticipated to take place three business days after the date of
this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on
Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect
the exercise of the underwriters’ over-allotment option.
Ordinary Shares
Prior to the date of this prospectus, there were
3,737,500 Class B ordinary shares outstanding, all of which were held of record by our initial shareholders, so that our initial
shareholders will own 20% of our issued and outstanding shares after this offering (assuming our initial shareholders do not purchase
any units in this offering). Up to 487,500 of the founder shares may be surrendered by our sponsor for no consideration depending on
the extent to which the underwriters’ over-allotment is exercised. Upon the closing of this offering, 16,250,000 of our ordinary
shares will be outstanding (assuming no exercise of the underwriters’ over-allotment option and the corresponding surrender for
no consideration of 487,500 founder shares) including:
|
|
·
|
13,000,000 Class A
ordinary shares underlying units issued as part of this offering; and
|
|
|
·
|
3,250,000 Class B
ordinary shares held by our initial shareholders.
|
Ordinary shareholders of record are entitled
to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of
Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required
by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions
of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is
required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under
Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote
at a general meeting of the company, and pursuant to our amended and restated memorandum and articles of association; such actions include
amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another
company. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only
one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with
the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. However,
only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection
with the completion of our initial business combination, meaning that holders of Class A ordinary shares will not have the right
to appoint any directors until after the completion of our initial business combination. Our shareholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of funds legally available therefor.
Because our amended and restated memorandum and
articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary
shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder
approval in connection with our initial business combination.
In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing
on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings or appoint directors.
We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination.
We will provide our public shareholders with
the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to
the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions
described herein. The amount in the trust account is initially anticipated to be $10.20 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. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial
business combination. Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in
conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of
such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by law and we do not
decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles
of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the
SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association require these
tender offer documents to contain substantially the same financial and other information about our initial business combination and the
redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required
by law, or we decide to obtain shareholder approval for business or other reasons, we will, like many special purpose acquisition companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer
rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under
Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of
the company. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions
(as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our
public shareholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval
of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any general
meeting.
If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its Excess Shares without our prior consent. However, we would
not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares
on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we
complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding
15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.
If we seek shareholder approval in connection
with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and any public shares
purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business
combination. As a result, in addition to our initial shareholders’ founder shares, we would need 4,875,001, or 37.5%, of the 13,000,000
public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination
approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Additionally, each public shareholder
may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were
a public shareholder on the record date for the general meeting held to approve the proposed transaction.
Pursuant to our amended and restated memorandum
and articles of association, if we have not completed our initial business combination within 18 months from the closing of this offering
(or up to 21 months, if we extend the time to complete a business combination as described in this prospectus), we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to
pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable
law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and in all cases subject to the other requirements of applicable law. Our sponsor, 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 their founder shares if we fail to complete our initial business combination within 18 months from the closing of this
offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus). However, if
our sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from
the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time
period.
In the event of a liquidation, dissolution or
winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash
at a per-share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon
the completion of our initial business combination, subject to the limitations and on the conditions described herein.
Founder Shares
The founder shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in
this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to
registration rights; (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion
of our initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in
connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to
modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem
100% of our public shares if we have not consummated an initial business combination within 18 months from the closing of this offering
(or up to 21 months, if we extend the time to complete a business combination as described in this prospectus) or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive
their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial
business combination within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business
combination as described in this prospectus), although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within such time period and (D) vote
any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated
transactions) in favor of our initial business combination, (iv) the founder shares are automatically convertible into Class A
ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis,
subject to adjustment as described herein and in our amended and restated memorandum and articles of association, and (v) only holders
of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the
completion of our initial business combination.
The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on
a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with our initial business combination (other than the forward purchase units), the
number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total
number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary
shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon
conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation
to the consummation of the initial business combination, excluding the forward purchase units and any Class A ordinary shares or
equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the
initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working
capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.
With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with
our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion
of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A
ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share
exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property. Up to 487,500 founder shares may be surrendered to us for no consideration depending on
the exercise of the over-allotment option.
Register of Members
Under Cayman Islands law, we must keep a register
of members and there will be entered therein:
|
|
·
|
the names and addresses
of the members, a statement of the shares held by each member, and of the amount paid or
agreed to be considered as paid, on the shares of each member and the voting rights of shares
of each member;
|
|
|
·
|
whether voting rights
are attached to the share in issue;
|
|
|
·
|
the date on which
the name of any person was entered on the register as a member; and
|
|
|
·
|
the date on which
any person ceased to be a member.
|
Under Cayman Islands law, the register of members
of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact
on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman
Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this public offering,
the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated,
the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However,
there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the
register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of
members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal
position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then
the validity of such shares may be subject to re-examination by a Cayman Islands court.
Preferred Shares
Our amended and restated memorandum and articles
of association authorize 1,000,000 preferred shares and provide that preferred shares may be issued from time to time in one or more
series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,
participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares
of each series. Our board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights
that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.
The ability of our board of directors to issue preferred shares without shareholder approval could have the effect of delaying, deferring
or preventing a change of control of us or the removal of existing management. We have no preferred shares outstanding at the date hereof.
Although we do not currently intend to issue any preferred shares, we cannot assure you that we will not do so in the future. No preferred
shares are being issued or registered in this offering.
Warrants
Public Shareholders’ Warrants
Each whole warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
30 days after the completion of our initial business combination, provided that we have an effective registration statement under the
Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to
them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant
agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state
of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of
Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units,
you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business
combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any Class A
ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will
be exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A
ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of
the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant
may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration
statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase
price for the unit solely for the Class A ordinary share underlying such unit.
We have agreed that as soon as practicable, but
in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants. We will use our 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 the warrant agreement. If a registration statement covering the Class A
ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business
day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our
Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they
satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,
require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and
in the event we do not so elect, we will use our 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 each such
warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the
product of the number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value”
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 ordinary shares for the 10 trading days ending on the trading day prior to
the date on which the notice of exercise is received by the warrant agent.
Redemption of Warrants When the Price per Class A Ordinary
Share Equals or Exceeds $18.00
Once the warrants become exercisable, we may
redeem the outstanding warrants (except as described herein with respect to the private placement warrants):
|
|
·
|
in whole and not in
part;
|
|
|
·
|
at a price of $0.01
per warrant;
|
|
|
·
|
upon not less than
30 days’ prior written notice of redemption (the “30-day redemption period”)
to each warrant holder; and
|
|
|
·
|
if, and only if, the
last reported sale price of the Class A ordinary shares for any 20 trading days within
a 30-trading day period ending three business days before we send to the notice of redemption
to the warrant holders (which we refer to as the “Reference Value”) equals or
exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like).
|
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. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering
the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A
ordinary shares is available throughout the 30-day redemption period.
We have established the last of the 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 his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless”
basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price
of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption
notice is issued.
Redemption of Warrants When the Price
per Class A Ordinary Share Equals or Exceeds $10.00
Once the warrants
become exercisable, we may redeem the outstanding warrants:
|
|
·
|
in whole and not in
part;
|
|
|
·
|
at $0.10 per warrant
upon a minimum of 30 days’ prior written notice of redemption; provided that holders
will be able to exercise their warrants on a cashless basis prior to redemption and receive
that number of shares determined by reference to the table below, based on the redemption
date and the “fair market value” of our Class A ordinary shares (as defined
below);
|
|
|
·
|
if, and only if, the
Reference Value (as defined above under “Redemption of Warrants When the Price per
Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per
share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like); and
|
|
|
·
|
if the Reference Value
is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like), the private placement warrants must also
be concurrently called for redemption on the same terms as the outstanding public warrants,
as described above.
|
The numbers in the table below
represent the number of Class A ordinary shares that a warrant holder will receive upon exercise in connection with a redemption
by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding
redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined
based on volume-weighted average price of our Class A ordinary shares as reported during the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption
date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the
final fair market value no later than one business day after the 10-trading day period described above ends.
Pursuant to the warrant agreement,
references above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A
ordinary shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination.
The numbers in the table below
will not be adjusted when determining the number of Class A ordinary shares to be issued upon exercise of the warrants if we are
not the surviving entity following our initial business combination.
The share prices set forth in
the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant
or the exercise price of the warrant is adjusted as set forth under the heading “—Anti-dilution Adjustments” below.
If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal
the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the
warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment. In such
an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of
which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which
is the number of shares deliverable upon exercise of a warrant as so adjusted. If the exercise price of the warrant is adjusted as a
result of raising capital in connection with the initial business combination, the adjusted share prices in the column headings will
by multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the
heading “—Anti-dilution Adjustments” and the denominator of which is $10.00.
|
|
|
Fair Market Value
of Class A Ordinary Shares
|
|
Redemption Date (period to expiration
of warrants)
|
|
£$10.00
|
|
|
$11.00
|
|
|
$12.00
|
|
|
$13.00
|
|
|
$14.00
|
|
|
$15.00
|
|
|
$16.00
|
|
|
$17.00
|
|
|
³$18.00
|
|
60 months
|
|
0.261
|
|
|
0.281
|
|
|
0.297
|
|
|
0.311
|
|
|
0.324
|
|
|
0.337
|
|
|
0.348
|
|
|
0.358
|
|
|
0.361
|
|
57 months
|
|
0.257
|
|
|
0.277
|
|
|
0.294
|
|
|
0.310
|
|
|
0.324
|
|
|
0.337
|
|
|
0.348
|
|
|
0.358
|
|
|
0.361
|
|
54 months
|
|
0.252
|
|
|
0.272
|
|
|
0.291
|
|
|
0.307
|
|
|
0.322
|
|
|
0.335
|
|
|
0.347
|
|
|
0.357
|
|
|
0.361
|
|
51 months
|
|
0.246
|
|
|
0.268
|
|
|
0.287
|
|
|
0.304
|
|
|
0.320
|
|
|
0.333
|
|
|
0.346
|
|
|
0.357
|
|
|
0.361
|
|
48 months
|
|
0.241
|
|
|
0.263
|
|
|
0.283
|
|
|
0.301
|
|
|
0.317
|
|
|
0.332
|
|
|
0.344
|
|
|
0.356
|
|
|
0.361
|
|
45 months
|
|
0.235
|
|
|
0.258
|
|
|
0.279
|
|
|
0.298
|
|
|
0.315
|
|
|
0.330
|
|
|
0.343
|
|
|
0.356
|
|
|
0.361
|
|
42 months
|
|
0.228
|
|
|
0.252
|
|
|
0.274
|
|
|
0.294
|
|
|
0.312
|
|
|
0.328
|
|
|
0.342
|
|
|
0.355
|
|
|
0.361
|
|
39 months
|
|
0.221
|
|
|
0.246
|
|
|
0.269
|
|
|
0.290
|
|
|
0.309
|
|
|
0.325
|
|
|
0.340
|
|
|
0.354
|
|
|
0.361
|
|
36 months
|
|
0.213
|
|
|
0.239
|
|
|
0.263
|
|
|
0.285
|
|
|
0.305
|
|
|
0.323
|
|
|
0.339
|
|
|
0.353
|
|
|
0.361
|
|
33 months
|
|
0.205
|
|
|
0.232
|
|
|
0.257
|
|
|
0.280
|
|
|
0.301
|
|
|
0.320
|
|
|
0.337
|
|
|
0.352
|
|
|
0.361
|
|
30 months
|
|
0.196
|
|
|
0.224
|
|
|
0.250
|
|
|
0.274
|
|
|
0.297
|
|
|
0.316
|
|
|
0.335
|
|
|
0.351
|
|
|
0.361
|
|
27 months
|
|
0.185
|
|
|
0.214
|
|
|
0.242
|
|
|
0.268
|
|
|
0.291
|
|
|
0.313
|
|
|
0.332
|
|
|
0.350
|
|
|
0.361
|
|
24 months
|
|
0.173
|
|
|
0.204
|
|
|
0.233
|
|
|
0.260
|
|
|
0.285
|
|
|
0.308
|
|
|
0.329
|
|
|
0.348
|
|
|
0.361
|
|
21 months
|
|
0.161
|
|
|
0.193
|
|
|
0.223
|
|
|
0.252
|
|
|
0.279
|
|
|
0.304
|
|
|
0.326
|
|
|
0.347
|
|
|
0.361
|
|
18 months
|
|
0.146
|
|
|
0.179
|
|
|
0.211
|
|
|
0.242
|
|
|
0.271
|
|
|
0.298
|
|
|
0.322
|
|
|
0.345
|
|
|
0.361
|
|
15 months
|
|
0.130
|
|
|
0.164
|
|
|
0.197
|
|
|
0.230
|
|
|
0.262
|
|
|
0.291
|
|
|
0.317
|
|
|
0.342
|
|
|
0.361
|
|
12 months
|
|
0.111
|
|
|
0.146
|
|
|
0.181
|
|
|
0.216
|
|
|
0.250
|
|
|
0.282
|
|
|
0.312
|
|
|
0.339
|
|
|
0.361
|
|
9 months
|
|
0.090
|
|
|
0.125
|
|
|
0.162
|
|
|
0.199
|
|
|
0.237
|
|
|
0.272
|
|
|
0.305
|
|
|
0.336
|
|
|
0.361
|
|
6 months
|
|
0.065
|
|
|
0.099
|
|
|
0.137
|
|
|
0.178
|
|
|
0.219
|
|
|
0.259
|
|
|
0.296
|
|
|
0.331
|
|
|
0.361
|
|
3 months
|
|
0.034
|
|
|
0.065
|
|
|
0.104
|
|
|
0.150
|
|
|
0.197
|
|
|
0.243
|
|
|
0.286
|
|
|
0.326
|
|
|
0.361
|
|
0 months
|
|
—
|
|
|
—
|
|
|
0.042
|
|
|
0.115
|
|
|
0.179
|
|
|
0.233
|
|
|
0.281
|
|
|
0.323
|
|
|
0.361
|
The exact fair market value and
redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or
the redemption date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant
exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market
values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the
volume-weighted average price of our Class A ordinary shares as reported during the 10 trading days immediately following the date
on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until
the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277
Class A ordinary shares for each whole warrant.
For an example where the exact
fair market value and redemption date are not as set forth in the table above, if the volume-weighted average price of our Class A
ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the
holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose
to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant.
In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares
per warrant (subject to adjustment).
This redemption feature is structured
to allow for all of the outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per
share, which may be at a time when the trading price of our Class A ordinary shares is below the exercise price of the warrants.
We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to
reach the $18.00 per share threshold set forth above under “—Redemption of Warrants When the Price per Class A Ordinary
Share Equals or Exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature
will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the
date of this prospectus. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants,
and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised
or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right
and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such,
we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the
warrants and pay the redemption price to the warrant holders. As stated above, we can redeem the warrants when the Class A ordinary
shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with
respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on
a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A ordinary shares are trading
at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares
than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such
Class A ordinary shares were trading at a price higher than the exercise price of $11.50.
No fractional Class A ordinary
shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will
round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption,
the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance,
if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time
as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will
use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.
Redemption Procedures. A holder of a warrant
may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such
warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the
warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A
ordinary shares outstanding immediately after giving effect to such exercise.
Anti-dilution Adjustments. If the number
of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a split-up
of ordinary shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number
of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding
ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price
less than the “historical fair market value” (as defined below) will be deemed a share capitalization of a number of Class A
ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or
issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary
shares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the
historical fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for
Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any
consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical
fair market value” means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange
or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A
ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other
than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders
of Class A ordinary shares in connection with a proposed initial business combination, or (d) in connection with the redemption
of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased,
effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or
other assets paid on each Class A ordinary share in respect of such event.
If the number of outstanding Class A ordinary
shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Class A ordinary shares or
other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or
similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such
decrease in outstanding Class A ordinary shares.
Whenever the number of Class A ordinary
shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by
multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the
number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the
denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.
In addition, if (x) we issue additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective
issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates,
without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of
our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price
described adjacent to “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00”
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00
per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A
ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value
and the Newly Issued Price.
In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A
ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or
merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and
outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants
will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and
in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of ordinary shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable
by the holders of Class A ordinary shares in such a transaction is payable in the form of ordinary shares in the successor entity
that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within
thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement
based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction
is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the
warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.
The warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity
or correct any defective provision or to make any amendments that are necessary in the good faith determination of our board of directors
(taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements,
but otherwise requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely
affects the interests of the registered holders. You should review a copy of the warrant agreement, which will be filed as an exhibit
to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to
the warrants.
The warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive
Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled
to one vote for each share held of record on all matters to be voted on by shareholders.
No fractional shares will be issued upon exercise
of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will,
upon exercise, round down to the nearest whole number, the number of Class A ordinary shares to be issued to the warrant holder.
Exclusive Forum Provision. 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.
Private Placement Warrants
The private placement warrants (including the
Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after
the completion of our initial business combination (except, among other limited exceptions as described under “Principal Shareholders
— Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities
respectively affiliated with our sponsor and they will not be redeemable by us so long as they are held by our sponsor, members of our
sponsor or its permitted transferees. The sponsor or its permitted transferees, has the option to exercise the private placement warrants
on a cashless basis. Except as described below, the private placement warrants have terms and provisions that are identical to those
of the warrants being sold as part of the units in this offering. If the private placement warrants are held by holders other than the
sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same
basis as the warrants included in the units being sold in this offering.
Except as described under “—Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00,” if holders of the private placement warrants
elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A
ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying
the warrants, multiplied by the excess of the “historical fair market value” of our Class A ordinary shares (defined
below) over the exercise price of the warrants by (y) the fair market value. For these purposes, the “historical fair market
value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third
trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that
these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because
it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with
us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit
insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted
to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly,
unlike public shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely
in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
Forward Purchase Units
We will enter into a forward purchase agreement
with the Sponsor Affiliate, pursuant to which such affiliate will commit that it will purchase from us up to 4,000,000 forward purchase
units, consisting of one Class A ordinary share (the “forward purchase shares”) and one-half of one warrant to purchase one
Class A ordinary share (the “forward purchase warrants”), for $10.00 per unit, or an aggregate amount of up to $40,000,000,
in a private placement that will close concurrently with the closing of our initial business combination. The proceeds from the sale
of these forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions
of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to
satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified
amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available
from the trust account and other financing are sufficient for such cash requirements, the Sponsor Affiliate may purchase less than 4,000,000
forward purchase units. In addition, the Sponsor Affiliate’s commitment under the forward purchase agreement will be subject to
approval, prior to our entering into a definitive agreement for our initial business combination, of its investment committee as well
as customary closing conditions under the forward purchase agreement. The forward purchase shares will be identical to the Class A ordinary
shares included in the units being sold in this offering, except that they will be subject to transfer restrictions and registration
rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants.
Dividends
We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion
of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.
Our Transfer Agent and Warrant Agent
The transfer agent for our ordinary shares and
warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock
Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors,
officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity,
except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock
Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or
to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies
in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied,
or a claim will only be able to be pursued, solely against us and our assets outside the trust account and not against the any monies
in the trust account or interest earned thereon.
Certain Differences in Corporate Law
Cayman Islands companies are governed by the
Companies Act. The Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and differs from
laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between
the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their
shareholders.
Mergers and Similar Arrangements. In certain
circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands
exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).
Where the merger or consolidation is between
two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain
prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of 662/3% in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such
other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution
is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary
company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must
be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements
of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the
plan of merger or consolidation.
Where the merger or consolidation involves a
foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted
company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements
set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents
of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any
requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding
has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions;
(iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect
of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar
arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue
to be suspended or restricted.
Where the surviving company is the Cayman Islands
exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that,
having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company
is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors
of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving
or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is
permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the
jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company
will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant
foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or
consolidation.
Where the above procedures are adopted, the Companies
Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the
merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the shareholder must
give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation,
including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by
the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent
company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following
receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including,
among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration
of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed,
whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting
shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree
on the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if
the company and the shareholder fail to agree on a price within such 30 day period, within 20 days following the date on which such 30
day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine
the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements
as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to
determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined
to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings
until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances,
for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized
interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company
listed on a national securities exchange or shares of the surviving or consolidated company.
Moreover, Cayman Islands law has separate statutory
provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally
be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands
as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme
of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate
a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and
creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders
or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that
purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman
Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved,
the court can be expected to approve the arrangement if it satisfies itself that:
|
|
·
|
we are not proposing
to act illegally or beyond the scope of our corporate authority and the statutory provisions
as to majority vote have been complied with;
|
|
|
·
|
the shareholders have
been fairly represented at the meeting in question;
|
|
|
·
|
the arrangement is
such as a businessman would reasonably approve; and
|
|
|
·
|
the arrangement is
not one that would more properly be sanctioned under some other provision of the Companies
Act or that would amount to a “fraud on the minority.”
|
If a scheme of arrangement or takeover offer
(as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to
receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting
shareholders of United States corporations.
Squeeze-out Provisions. When a takeover
offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within
a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be
made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion
or inequitable treatment of the shareholders.
Further, transactions similar to a merger, reconstruction
and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital
exchange, asset acquisition or control, or through contractual arrangements, of an operating business.
Shareholders’ Suits. Our Cayman
Islands legal counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have
been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases,
we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or
directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities,
which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing
principle apply in circumstances in which:
|
|
·
|
a company is acting,
or proposing to act, illegally or beyond the scope of its authority;
|
|
|
·
|
the act complained
of, although not beyond the scope of the authority, could be effected if duly authorized
by more than the number of votes which have actually been obtained; or
|
|
|
·
|
those who control
the company are perpetrating a “fraud on the minority.”
|
A shareholder may have a direct right of action
against us where the individual rights of that shareholder have been infringed or are about to be infringed.
Enforcement of Civil Liabilities. The
Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally,
Cayman Islands companies may not have standing to sue before the Federal courts of the United States.
We have been advised by our Cayman Islands legal
counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United
States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in
original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the
federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States,
the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,
inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner,
and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive
or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere.
Special Considerations for Exempted Companies.
We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident
companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman
Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an
ordinary company except for the exemptions and privileges listed below:
|
|
·
|
an exempted company
does not have to file an annual return of its shareholders with the Registrar of Companies;
|
|
|
·
|
an exempted company’s
register of members is not open to inspection;
|
|
|
·
|
an exempted company
does not have to hold an annual general meeting;
|
|
|
·
|
an exempted company
may issue shares with no par value;
|
|
|
·
|
an
exempted company may obtain an undertaking against the imposition of any future taxation
(such undertakings are usually given for 20 years in the first instance);
|
|
|
·
|
an exempted company
may register by way of continuation in another jurisdiction and be deregistered in the Cayman
Islands;
|
|
|
·
|
an exempted company
may register as a limited duration company; and
|
|
|
·
|
an exempted company
may register as a segregated portfolio company.
|
“Limited liability” means that the
liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional
circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances
in which a court may be prepared to pierce or lift the corporate veil).
Amended and Restated Memorandum and Articles
of Association
The Business Combination Article of our
amended and restated memorandum and articles of association contains provisions designed to provide certain rights and protections relating
to this offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without
a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved
by either (i) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s
shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been
given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s
shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either
by at least two-thirds of our shareholders (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written
resolution of all of our shareholders.
Our initial shareholders, who will collectively
beneficially own 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering),
will participate in any vote to amend our amended and restated memorandum and articles of association and will have the discretion to
vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provide, among other things,
that:
|
|
·
|
If we have not completed our initial business combination within 18
months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination as described
in this prospectus), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less
taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law;
|
|
|
·
|
Prior to our initial
business combination, we may not issue additional securities that would entitle the holders
thereof to (i) receive funds from the trust account or (ii) vote on our initial
business combination;
|
|
|
·
|
Although we do not
intend to enter into a business combination with a target business that is affiliated with
our sponsor, our directors or our officers, we are not prohibited from doing so. In the event
we enter into such a transaction, we, or a committee of independent directors, will obtain
an opinion from an independent investment banking firm which is a member of FINRA or a valuation
or appraisal firm that such a business combination is fair to our company from a financial
point of view;
|
|
|
·
|
If a shareholder vote
on our initial business combination is not required by law and we do not decide to hold a
shareholder vote for business or other legal reasons, we will offer to redeem our public
shares pursuant to Rule 13e-4 and Regulation 14E 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;
|
|
|
·
|
We must complete one
or more business combinations having an aggregate fair market value of at least 80% of the
assets held in the trust account (excluding the deferred underwriting commissions and taxes
payable on the income earned on the trust account) at the time of the agreement to enter
into the initial business combination;
|
|
|
·
|
If our shareholders approve an amendment to our amended and restated
memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination
as described in this prospectus) or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion
of their Class A ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described
herein; and
|
|
|
·
|
We will not effectuate
our initial business combination with another blank check company or a similar company with
nominal operations.
|
In addition, our amended and restated memorandum
and articles of association provide we will not redeem our public shares in an amount that would cause our net tangible assets to be
less than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other
indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements
we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets requirement.
The Companies Act permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s
articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority
is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum
and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering,
structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these
provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or
waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.
Anti-Money Laundering—Cayman Islands
If any person in the Cayman Islands knows or
suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or
is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention
in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to
report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime
Act (As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer
of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (As Revised) of the Cayman Islands,
if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a
breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
Cayman Islands Data Protection
We have certain duties under the Data Protection
Act, 2017 of the Cayman Islands (the “DPA”) based on internationally accepted principles of data privacy.
Privacy Notice
Introduction
This privacy notice puts our shareholders on
notice that through your investment in the Company you will provide us with certain personal information which constitutes personal data
within the meaning of the DPA (“personal data”).
In the following discussion, the “company”
refers to us and our affiliates and/or delegates, except where the context requires otherwise.
Investor Data
We will collect, use, disclose, retain and secure
personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course
of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities
of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data
in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures
designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or
damage to the personal data.
In our use of this personal data, we will be
characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive
this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the
DPA or may process personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public
sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected
with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature,
nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account
details, source of funds details and details relating to the shareholder’s investment activity.
Whom this Affects
If you are a natural person, this will affect
you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships)
that provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this will
be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise
them of its content.
How the Company May Use a Shareholder’s
Personal Data
The Company, as the data controller, may collect,
store and use personal data for lawful purposes, including, in particular:
(i) where this is necessary
for the performance of our rights and obligations under any purchase agreements;
(ii) where this is necessary for
compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS
requirements); and/or
(iii) where this is necessary for the
purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
Should we wish to use personal data for other
specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal Data
In certain circumstances we may be legally obliged
to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman
Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including
tax authorities.
We anticipate disclosing personal data to persons
who provide services to us and their respective affiliates (which may include certain entities located outside the United States, the
Cayman Islands or the European Economic Area), who will process your personal data on our behalf.
The Data Protection Measures We Take
Any transfer of personal data by us or our duly
authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.
We and our duly authorized affiliates and/or
delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized
or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.
We shall notify you of any personal data breach
that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant
personal data relates.
Certain Anti-Takeover Provisions of our Amended
and Restated Memorandum and Articles of Association
Our amended and restated memorandum and articles
of association provide that our board of directors will be classified into three classes of directors. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings.
Our authorized but unissued Class A ordinary
shares and preferred shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized
but unissued and unreserved Class A ordinary shares and preferred shares could render more difficult or discourage an attempt to
obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Securities Eligible for Future Sale
Immediately after this offering we will have
16,250,000 (or 18,687,500 if the underwriters’ over-allotment option is exercised in full) ordinary shares outstanding. Of these
shares, the Class A ordinary shares sold in this offering (13,000,000 Class A ordinary shares if the underwriters’ over-allotment
option is not exercised and 14,950,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in
full) will be freely tradable without restriction or further registration under the Securities Act, except for any Class A ordinary
shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder
shares (3,250,000 founder shares if the underwriters’ over-allotment option is not exercised and 3,737,500 founder shares if the
underwriters’ over-allotment option is exercised in full) and all of the outstanding private placement warrants (7,900,000
warrants if the underwriters’ over-allotment option is not exercised and 8,680,000
warrants if the underwriters’ over-allotment option is exercised in full) will be
restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.
Upon the closing of the sale of the forward
purchase units, all of the up to 4,000,000 forward purchase units and Class A ordinary shares underlying the forward purchase warrants
will be restricted securities under Rule 144.
Rule 144
Pursuant to Rule 144, a person who has beneficially
owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person
is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we
are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required
reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file
reports) preceding the sale.
Persons who have beneficially owned restricted
shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only
a number of securities that does not exceed the greater of:
|
|
·
|
1% of the total number
of ordinary shares then outstanding, which will equal 162,500 shares immediately after this
offering (or 186,875 if the underwriters exercise in full their over-allotment option); or
|
|
|
·
|
the average weekly
reported trading volume of the Class A ordinary shares during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale.
|
Sales by our affiliates under Rule 144 are
also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or
Former Shell Companies
Rule 144 is not available for the resale
of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been
at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following
conditions are met:
|
|
·
|
the issuer of the
securities that was formerly a shell company has ceased to be a shell company;
|
|
|
·
|
the issuer of the
securities is subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act;
|
|
|
·
|
the issuer of the
securities has filed all Exchange Act reports and material required to be filed, as applicable,
during the preceding 12 months (or such shorter period that the issuer was required to file
such reports and materials), other than Current Reports on Form 8-K; and
|
|
|
·
|
at least one year
has elapsed from the time that the issuer filed current Form 10 type information with
the SEC reflecting its status as an entity that is not a shell company.
|
As a result, our initial shareholders will be
able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year
after we have completed our initial business combination.
Registration Rights
The holders of the (i) founder shares,
which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants, which will be issued
in a private placement simultaneously with the closing of this offering and the Class A ordinary shares underlying such private
placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration
rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement. Pursuant to
the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $1,500,000 of working
capital loans are converted into private placement warrants, we will be obligated to register up to 13,917,500 Class A ordinary
shares and 10,180,000 warrants. The number of Class A ordinary shares includes (i) 3,737,500 Class A ordinary shares to
be issued upon conversion of the founder shares, (ii) 8,680,000 Class A ordinary shares underlying the private placement warrants
and (iii) 1,500,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital
loans. The number of warrants includes 8,680,000 private placement warrants and up to 1,500,000 additional private placement warrants
issuable upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding
short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.
Pursuant to the forward purchase agreement,
we have agreed that we will use our commercially reasonable efforts to file within 30 days after the closing of the initial business
combination a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants
(and the underlying Class A ordinary shares) and to cause such registration statement to be declared effective as soon as practicable
after it is filed.
Listing of Securities
We have applied to list our units on the Nasdaq
Global Market (“Nasdaq”) under the symbol “LATGU” commencing on or promptly after the date of this prospectus.
Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be
listed on Nasdaq under the symbols “LATG” and “LATGW,” respectively.
Taxation
The following summary of certain Cayman Islands
and United States federal income tax consequences of an investment in our units, each consisting of one Class A ordinary share and
one-half of one redeemable warrant, which we refer to collectively as our securities, is based upon laws and relevant interpretations
thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible
tax consequences relating to an investment in our Class A ordinary shares and warrants, such as the tax consequences under state,
local and other tax laws.
Prospective investors should consult their advisors
on the possible tax consequences of investing in our securities under the laws of their country of citizenship, residence or domicile.
Cayman Islands Tax Considerations
The following is a discussion on certain Cayman
Islands income tax consequences of an investment in the securities of the Company. The discussion is a general summary of present law,
which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular
circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws:
Payments of dividends and capital in respect
of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend
or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income
or corporate tax. The Cayman Islands currently has no income, corporation or capital gains tax and no estate duty, inheritance tax or
gift tax.
No stamp duty is payable in respect
of the issue of the warrants. An instrument of transfer in respect of a warrant is stampable if executed in or brought into the Cayman
Islands.
No stamp duty is payable in respect
of the issue of our Class A ordinary shares or on an instrument of transfer in respect of such shares.
The Company has been incorporated
under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has received an undertaking from the
Financial Secretary of the Cayman Islands substantially in the following form:
The Tax Concessions Act (2018 Revision)
Undertaking as to Tax Concessions
In accordance with the provision of Section 6
of The Tax Concessions Act (2018 Revision), the Financial Secretary undertakes with LatAmGrowth SPAC (“the Company”):
|
|
1.
|
That no law which is hereafter enacted in the Cayman Islands imposing
any tax to be levied on profits, income, gains or appreciations shall apply to the Company
or its operations; and
|
|
|
2.
|
In addition, that no tax to be levied on profits, income, gains or
appreciations or which is in the nature of estate duty or inheritance tax shall be payable:
|
|
|
2.1
|
On or in respect of the
shares, debentures or other obligations of the Company; or
|
|
|
2.2
|
by way of the withholding in whole or part,
of any relevant payment as defined in the Tax Concessions Act (2018 Revision).
|
These concessions shall be for a period of twenty
years from the date hereof.
U.S. Federal Income Tax Considerations
The following summarizes certain U.S. federal
income tax consequences generally applicable to the acquisition, ownership and disposition of our securities or units (each consisting
of one Class A ordinary share and one-half of one redeemable warrant) that are purchased in this offering by U.S. Holders (as defined
below) and Non-U.S. Holders (as defined below). Because the components of a unit are generally separable at the option of the holder,
the holder of a unit will be treated for U.S. federal income tax purposes as the owner of the underlying Class A ordinary share
and one-half of one redeemable warrant components of the unit. As a result, the discussion below with respect to beneficial owners of
Class A ordinary shares and warrants will also apply to beneficial owners of units (as the deemed owners of the underlying Class A
ordinary shares and warrants that compose the units).
This discussion of certain U.S. federal income
tax considerations applies to you only if (i) you are a beneficial owner of our securities that is an initial purchaser of a unit
pursuant to this offering, (ii) you are a U.S. Holder and (iii) you hold the unit and each component of the unit as capital
assets under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). You are a U.S. Holder if for U.S. federal income
tax purposes you are a beneficial owner of our units, Class A ordinary shares or warrants and are:
|
|
·
|
an individual who
is a citizen or resident of the United States;
|
|
|
·
|
a corporation (or
other entity taxable as a corporation) organized in or under the laws of the United States,
any state thereof or the District of Columbia; or
|
|
|
·
|
an estate or trust
the income of which is includible in gross income for U.S. federal income tax purposes regardless
of its source.
|
This discussion assumes that any distributions
made (or deemed made) by us on our Class A ordinary shares and any consideration received (or deemed received) by you in consideration
for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider
all aspects of U.S. federal income taxation that may be relevant to your ownership and disposition of a unit in your particular circumstances,
or if you are subject to special treatment under the U.S. federal income tax laws, including if you are:
|
|
·
|
our sponsor, founder
(or an officer, director, employee or affiliate thereof), or other holders of our Class B
ordinary shares or private placement warrants;
|
|
|
·
|
a financial institution;
|
|
|
·
|
a dealer or trader
in securities that uses a mark-to-market method of tax accounting with respect to the securities;
|
|
|
·
|
a government or agency
or instrumentality thereof;
|
|
|
·
|
a regulated investment
company;
|
|
|
·
|
a real estate investment
trust;
|
|
|
·
|
an expatriate or former
long-term resident of the United States;
|
|
|
·
|
a person that actually
or constructively owns five percent or more of our voting shares or five percent or more
of the total value of our shares;
|
|
|
·
|
a person holding the
securities as part of a “straddle,” integrated transaction or similar transaction;
|
|
|
·
|
a U.S. person whose
functional currency is not the U.S. dollar; or
|
Moreover, the discussion below is based upon
the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof,
all as of the date hereof, which may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive
basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does
not discuss the alternative minimum tax or the application of Section 451(b) of the Code, and does not address any aspect of
U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or any state, local or non-U.S. tax laws.
We have not sought, and will not seek, a ruling
from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its
determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings
or court decisions will not adversely affect the accuracy of the statements in this discussion. You are urged to consult your tax adviser
with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
This discussion does not consider the tax treatment
of partnerships or other passthrough entities or persons who invest in our securities through those entities. If a partnership (or other
entity or arrangement classified as a partnership or other passthrough entity for U.S. federal income tax purposes) is the beneficial
owner of our securities, the U.S. federal income tax treatment of a partner or member in the partnership or other passthrough entity
generally will depend on the status of the partner or member and the activities of the partnership or other passthrough entity. If you
are a partner or member of a partnership or other passthrough entity holding our securities, we urge you to consult your own tax adviser.
THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES
ONLY, IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE OWNERSHIP AND DISPOSITION OF OUR SECURITIES,
AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING. THE U.S. FEDERAL INCOME TAX TREATMENT OF A PROSPECTIVE INVESTOR IN OUR SECURITIES MAY BE
AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS
OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. YOU ARE URGED TO CONSULT YOUR OWN TAX
ADVISER WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS UNDER ANY APPLICABLE TAX TREATY.
Allocation of Purchase Price and Characterization of a Unit
No statutory, administrative or judicial authority
directly addresses the treatment of a unit or instruments similar to a unit for U.S. federal income tax purposes and, therefore, that
treatment is not entirely clear. Under general U.S. federal income tax principles, the acquisition of a unit will be treated as the acquisition
of one Class A ordinary share and one-half of one warrant, a whole one of which is exercisable to acquire one Class A ordinary
share. For U.S. federal income tax purposes, you must allocate the purchase price paid for a unit between the one Class A ordinary
share and the one-half of one warrant based on the relative fair market value of each at the time of issuance. Under U.S. federal income
tax law, each investor must make his or her own determination of these values based on all the facts and circumstances. Therefore, you
should consult with your tax adviser regarding the determination of value for these purposes. The portion of the purchase price of a
unit allocated to each Class A ordinary share and the one-half of one warrant will be your initial tax basis in the share or warrant,
as the case may be. Any disposition of a unit will be treated for U.S. federal income tax purposes as a disposition of the Class A
ordinary share and one-half of one warrant composing the unit, and the amount realized on the disposition will be allocated between the
Class A ordinary share and the one-half of one warrant based on their respective relative fair market values (as determined by you
based on all the relevant facts and circumstances) at the time of disposition. The separation of the Class A ordinary share and
the-half of one warrant composing a unit will not be a taxable event for U.S. federal income tax purposes.
The foregoing treatment of the units, Class A
ordinary shares and warrants and your purchase price allocation is not binding on the IRS or the courts. Because there are no authorities
that directly address instruments that are similar to the units, no assurance can be given that the IRS or a court will agree with the
characterization described above or the discussion below. The remainder of this discussion assumes that the characterization of the units
described above is respected for U.S. federal income tax purposes.
U.S. Holders
Taxation of Distributions
Subject to the passive foreign investment company
(“PFIC”) rules discussed below, you generally will be required to include in gross income as dividends the amount of
any distribution of cash or other property (other than certain distributions of our shares or rights to acquire our shares) paid on our
Class A ordinary shares to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined
under U.S. federal income tax principles). Distributions in excess of such earnings and profits generally will be applied against and
reduce your basis in your Class A ordinary shares (but not below zero) and, to the extent in excess of such basis, will be treated
as gain from the sale or exchange of such Class A ordinary shares (the treatment of which is described under “—Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” below).
Dividends paid by us will be taxable to a corporate
U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations
in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, under tax laws currently
in effect, dividends generally will be taxed at the lower applicable long-term capital gains rate that applies to qualified dividend
income (see “—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants”
below) only if our Class A ordinary shares are readily tradable on an established securities market in the United States (which
they will be if our shares are traded on the Nasdaq), we are not a PFIC for the year the dividend was paid or in the previous year, and
certain other requirements, including certain holding period requirements, are met. It is unclear, however, whether certain redemption
rights described in this prospectus may suspend the running of the applicable holding period for this purpose. You should consult your
tax adviser regarding the availability of this lower rate for any dividends paid with respect to our Class A ordinary shares.
Gain or Loss on Sale, Taxable Exchange or
Other Taxable Disposition of Class A Ordinary Shares and Warrants
Subject to the PFIC rules discussed below,
upon a sale or other taxable disposition of our Class A ordinary shares or warrants, which, in general, would include a redemption
of Class A ordinary shares or warrants that is treated as a sale of those securities as described below, and including as a result
of a dissolution and liquidation in the event we do not consummate an initial business combination within the required time period, you
generally will recognize capital gain or loss as described below. This capital gain or loss generally will be long-term capital gain
or loss if your holding period for the Class A ordinary shares or warrants so disposed of exceeds one year. Long-term capital gains
recognized by non-corporate U.S. Holders are currently eligible to be taxed at reduced rates. It is unclear, however, whether certain
redemption rights described in this prospectus may suspend the running of the applicable holding period for this purpose. If the running
of the holding period 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 our Class A ordinary shares or
warrants would be subject to short-term capital gain treatment and would be taxed at ordinary income rates. The deductibility of capital
losses is subject to various limitations that are not described herein because a discussion of such limitations depends on each U.S.
Holder’s particular facts and circumstances.
Generally, the amount of gain or loss you recognize
will equal the difference between (i) the sum of the amount of cash and the fair market value of any property received in the disposition
(or, if the Class A ordinary shares or warrants are held as part of units at the time of the disposition and transferred together,
the portion of the amount realized on such disposition that is allocated to the Class A ordinary shares or the warrants, as the
case may be, based upon the then fair market values of the Class A ordinary shares and the warrants included in the units) and (ii) your
adjusted tax basis in the Class A ordinary shares or warrants so disposed of. Your adjusted tax basis in your Class A ordinary
shares or warrants generally will equal your acquisition cost (that is, as discussed above, the portion of the purchase price of a unit
allocated to a Class A ordinary share or one-half of one warrant or, as discussed below, your initial basis for Class A ordinary
shares received upon exercise of warrants) increased as described below in “—Redemption of Class A Ordinary Shares”
in respect of certain redemptions of Class A ordinary shares that are treated as corporate distributions and by prior deemed distributions
under Section 305 that are treated as dividends (as described below in “—Possible Constructive Distributions"),
and decreased by any prior distributions (including deemed distributions) treated as returns of capital. The gain or loss will generally
be U.S.-source gain or loss for foreign tax credit purposes.
Redemption of Class A Ordinary Shares
Subject to the PFIC rules discussed below,
in the event that your Class A ordinary shares are redeemed pursuant to the redemption provisions described in this prospectus under
the section of this prospectus entitled “Description of Securities—Ordinary Shares” or if we purchase your Class A
ordinary shares in an open market transaction (in either case referred to herein as a “redemption”), the treatment of the
redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A ordinary
shares under Section 302 of the Code. If the redemption qualifies as a sale of Class A ordinary shares, you will be treated
as described under “—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares
and Warrants” above. If the redemption does not qualify as a sale of ordinary shares, you will be treated as receiving a corporate
distribution with the tax consequences described above under “—Taxation of Distributions.” Whether a redemption qualifies
for sale treatment will depend largely on the total number of our shares treated as held by you (including any shares constructively
owned by you) relative to all of our shares outstanding both before and after the redemption. The redemption of Class A ordinary
shares generally will be treated as a sale of the Class A ordinary shares (rather than as a corporate distribution) if the redemption
(i) is “substantially disproportionate” with respect to you, (ii) results in a “complete termination”
of your interest in us or (iii) is “not essentially equivalent to a dividend” with respect to you. These tests are explained
more fully below.
In determining whether any of the foregoing tests
is satisfied, you must take into account not only our shares actually owned by you, but also our shares that are constructively owned
by you. In addition to shares you own directly, you may be treated as constructively owning shares owned by certain related individuals
and entities in which you have an interest or that have an interest in you, as well as any shares you have a right to acquire by exercise
of an option, which likely would include Class A ordinary shares which could be acquired pursuant to the exercise of the warrants.
In order to meet the substantially disproportionate test, the percentage of our outstanding voting shares actually and constructively
owned by you immediately following the redemption of Class A ordinary shares must, among other requirements, be less than 80% of
the percentage of our outstanding voting shares actually and constructively owned by you immediately before the redemption. Prior to
our initial business combination, the Class A ordinary shares may not be treated as voting shares for this purpose and, consequently,
this substantially disproportionate test may not be applicable. There will be a complete termination of your interest if either (i) all
of our shares actually and constructively owned by you are redeemed or (ii) all of our shares actually owned by you are redeemed
and you are eligible to waive, and effectively waive in accordance with specific rules, the attribution of shares owned by certain family
members and you do not constructively own any other shares of ours. The redemption of the Class A ordinary shares will not be essentially
equivalent to a dividend if the redemption or purchase results in a “meaningful reduction” of your proportionate interest
in us. Whether the redemption will result in a meaningful reduction of your proportionate interest in us will depend on the particular
facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest
of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a
“meaningful reduction.” You should consult your tax adviser as to the tax consequences of a redemption.
If none of the foregoing tests is satisfied,
then the redemption will be treated as a corporate distribution and the tax consequences of the redemption will be as described under
“—Taxation of Distributions,” above. After the application of those rules, any remaining tax basis in the redeemed
Class A ordinary shares will be added to your adjusted tax basis in your remaining shares. If there are no remaining shares, you
are urged to consult your tax adviser as to the allocation of any remaining basis.
Exercise or Lapse of a Warrant
Subject to the PFIC rules discussed below
and except as discussed below with respect to the cashless exercise of warrants, you generally will not recognize taxable gain or loss
on the acquisition of Class A ordinary shares upon exercise of warrants for cash. Your tax basis in our Class A ordinary shares
received upon exercise of the warrants generally will be an amount equal to the sum of your initial investment in the warrants (i.e.,
the portion of your purchase price for the units that is allocated to the exercised warrants, as described above under “—Allocation
of Purchase Price and Characterization of a Unit”) and the exercise price. It is unclear whether your holding period for the Class A
ordinary shares received upon exercise of warrants will begin on the date following the date of exercise or on the date of exercise of
the warrants; in either case, the holding period will not include the period during which you held the warrants. If a warrant is allowed
to lapse unexercised, you generally will recognize a capital loss equal to your tax basis in the warrant.
The tax consequences of a cashless exercise of
a warrant are not clear under current tax law. Subject to the PFIC rules discussed below, a cashless exercise may be tax-free, either
because the exercise is not a realization event or because it is treated as a recapitalization for U.S. federal income tax purposes.
In either of these two situations, your basis in the Class A ordinary shares received would equal your basis in the warrants exercised.
If the cashless exercise were treated as not being a realization event (and not a recapitalization), it is unclear whether your holding
period in the Class A ordinary shares would be treated as commencing on the date following the date of exercise or on the date of
exercise of the warrant; in either case, the holding period would not include the period during which you held the warrants. If the cashless
exercise were treated as a recapitalization, the holding period of the Class A ordinary shares would include the holding period
of the warrants exercised.
It is also possible that a cashless exercise
could be treated in part as a taxable exchange in which gain or loss would be recognized. In that event, you may be deemed to have surrendered
a number of warrants having an aggregate fair market value equal to the exercise price for the total number of warrants deemed exercised
in exchange for Class A ordinary shares received in the cashless exercise, in which case you would (subject to the PFIC rules discussed
below) recognize capital gain or loss in an amount equal to the difference between the total exercise price for the total number of warrants
to be exercised and your adjusted tax basis in the warrants deemed surrendered. In the case of any such deemed exchange, your tax basis
in the Class A ordinary shares received would equal the sum of your initial investment in the warrants exercised (i.e., the
portion of your purchase price for the units that is allocated to the warrants, as described above under “—Allocation of
Purchase Price and Characterization of a Unit”) and the exercise price of the warrants. It is unclear whether your holding period
for the Class A ordinary shares would commence on the date following the date of exercise or on the date of exercise of the warrants;
in either case, the holding period would not include the period during which you held the warrants.
Due to the absence of authority on the U.S. federal
income tax treatment of a cashless exercise, 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. Accordingly, you should consult your tax adviser as to the tax consequences
of a cashless exercise.
Subject to the PFIC rules described below,
if we redeem warrants for cash pursuant to the redemption provisions described in the section of this prospectus entitled “Description
of Securities—Warrants— Public Shareholders’ Warrants” or if we purchase warrants in an open market transaction,
such redemption or purchase generally will be treated as a taxable disposition to you, taxed as described above under “—Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants.”
Possible Constructive Distributions
The terms of the warrants provide for an adjustment
to the number of Class A ordinary shares for which warrants may be exercised or to the exercise price of the warrants in certain
events, as discussed in the section of this prospectus captioned “Description of Securities—Warrants—Public Shareholders’
Warrants.” An adjustment that has the effect of preventing dilution generally is not taxable. You would, however, be treated as
receiving a constructive distribution from us if, for example, the adjustment increases your proportionate interest in our assets or
earnings and profits (e.g., through an increase in the number of Class A ordinary shares that would be obtained upon exercise
or through a decrease to the exercise price) as a result of a distribution of cash or other property to the holders of our Class A
ordinary shares which is taxable to the holders of the Class A ordinary shares as described under “—Taxation of Distributions”
above. A constructive distribution to you would be treated as if you had received a cash distribution from us generally equal to the
fair market value of the increased interest (taxed as described above under “—Taxation of Distributions” above). For
certain information reporting purposes, we are required to determine the date and amount of any such constructive distributions. Proposed
Treasury regulations, which we may rely on prior to the issuance of final regulations, specify how the date and amount of constructive
distributions are determined.
Passive Foreign Investment Company Rules
A foreign (i.e., non-U.S.) corporation
will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year,
including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value,
is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged
quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25%
of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes, among other things,
dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains
from the disposition of assets giving rise to passive income.
Because we are a blank check company, with no
current active business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year ending
December 31, 2021 and any other periods prior to the initial business combination. However, pursuant to a start-up exception, a
corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if (1) no
predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first
two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. Although
subject to uncertainties, including whether we will have any gross income in the current taxable year, we may qualify for the start-up
exception for our current taxable year ending December 31, 2021. The applicability of the start-up exception to us will not be known
until after the close of our current taxable year ending December 31, 2021 and, perhaps, until after the end of our two taxable
years following our start-up year (within the meaning of the start-up exception). After the acquisition of a company or assets in a business
combination, we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income
and assets as well as the passive income and assets of the acquired business. If the company that we acquire in a business combination
is a PFIC, then we will likely not qualify for the start-up exception and will be a PFIC for our current taxable year. Our actual PFIC
status for our current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year
(and, in the case of the start-up exception to our current taxable year, perhaps until after the end of our two taxable years following
our start-up year). Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year ending December 31,
2021 or any future taxable year.
Although our PFIC status is determined annually,
an initial determination that we are a PFIC will generally apply for subsequent years to you if you held (or are deemed to have held)
Class A ordinary shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in your holding period and, in the case
of our Class A ordinary shares, you did not make either a timely mark-to-market election or a qualified electing fund (“QEF”)
election for our first taxable year as a PFIC in which you held (or were deemed to hold) Class A ordinary shares, as described below,
you generally would be subject to special rules with respect to (i) any gain recognized on the sale or other disposition of
your Class A ordinary shares or warrants and (ii) any “excess distribution” made to you (generally, any distributions
to you during a taxable year that are greater than 125% of the average annual distributions received by you in respect of the Class A
ordinary shares during the three preceding taxable years or, if shorter, your holding period for the Class A ordinary shares).
Under these rules:
|
|
·
|
your gain (including
upon a disposition, redemption or expiration or, under certain circumstances, a pledge) or
excess distribution will be allocated ratably over your holding period for the Class A
ordinary shares or warrants, possibly including gain realized by reason of transfers of Class A
ordinary shares or warrants that would otherwise qualify as tax-free for United States federal
income tax purposes;
|
|
|
·
|
the amount allocated
to the taxable year in which you recognized the gain or received the excess distribution,
or to the period in your holding period before the first day of our first taxable year in
which we are a PFIC, will be taxed as ordinary income;
|
|
|
·
|
the amount allocated
to other taxable years (or portions thereof) and included in your holding period will be
taxed at the highest tax rate in effect for that year and applicable to you (without regard
to other items of income and loss for such year); and
|
|
|
·
|
an additional amount
equal to the interest charge generally applicable to underpayments of tax will be imposed
with respect to the tax attributable to each such other taxable year.
|
In general, if we are determined to be a PFIC,
you may be able to avoid the PFIC tax consequences described above in respect to our Class A ordinary shares (but not our warrants)
by making a timely and valid QEF election (if eligible to do so) to include in income your pro rata share of our net capital gains (as
long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed,
in the taxable year in which or with which our taxable year ends. You generally may make a separate election to defer the payment of
taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
It is not entirely clear how various aspects
of the PFIC rules apply to the warrants. However, you may not make a QEF election with respect to your warrants to acquire our Class A
ordinary shares. As a result, if you sell or otherwise dispose of warrants (other than upon exercise of warrants) and we were a PFIC
at any time during your holding period for the warrants, any gain recognized generally will be treated as an excess distribution, taxed
as described above. If you properly make a QEF election with respect to the newly acquired Class A ordinary shares (or have previously
made a QEF election with respect to our Class A ordinary shares), the QEF election will apply to the newly acquired Class A
ordinary shares. Notwithstanding any such QEF election, the adverse tax consequences relating to PFIC shares, adjusted to take into account
the current income inclusions resulting from the QEF election, will continue to apply with respect to the newly acquired Class A
ordinary shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period
you held the warrants), unless you make a “purging” election under the PFIC rules. Under one type of purging election, you
will be deemed to have sold your shares at their fair market value and any gain recognized on such deemed sale will be treated as an
excess distribution, as described above. Under another type of purging election, an electing U.S. Holder will be treated as having received
as an excess distribution its pro rata share of our post-1986 earnings and profits attributable to its shares, within the meaning of
applicable regulations. In order for a U.S. Holder to make the second election, we must also be a “controlled foreign corporation”
as defined within the meaning of the Code), and there are no assurances that we will so qualify. As a result of either type of purging
election, you will have a new basis and holding period in the Class A ordinary shares acquired upon the exercise of the warrants
for purposes of the PFIC rules. You should consult your tax adviser as to the application of the rules governing purging elections
to your particular circumstances (including the availability of a separate purging election available if we are a controlled foreign
corporation).
The QEF election is made on a shareholder-by-shareholder
basis and, once made, can be revoked only with the consent of the IRS. You generally make a QEF election by attaching a completed IRS
Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the
information provided in a PFIC Annual Information Statement, to a timely filed U.S. federal income tax return for the tax year to which
the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain
other conditions are met or with the consent of the IRS. You should consult your tax adviser regarding the availability and tax consequences
of a retroactive QEF election under your particular circumstances.
In order to comply with the requirements of a
QEF election, you must receive a PFIC Annual Information Statement from us. If we determine we are a PFIC for any taxable year, we will
endeavor to provide you such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable you
to make and maintain a QEF election, but there is no assurance that we will timely provide such required information. There is also no
assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.
If you have made a QEF election with respect
to our Class A ordinary shares, and the excess distribution rules discussed above do not apply to the shares (because you have
made a timely QEF election for our first taxable year as a PFIC in which you hold (or are deemed to hold) the shares or a purge of the
PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our Class A ordinary shares generally
will be taxable as capital gain and no additional interest charge will be imposed under the PFIC rules. As discussed above, if we are
a PFIC for any taxable year, a U.S. Holder of our Class A ordinary shares that has made a QEF election will be currently taxed on
its pro rata share of our earnings and profits, whether or not distributed for such year. A subsequent distribution of earnings and profits
that were previously included in income generally should not be taxable when distributed to you. The tax basis of your shares in a QEF
will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the
rules above. In addition, if we are not a PFIC for any taxable year, you will not be subject to the QEF inclusion regime with respect
to our Class A ordinary shares for such taxable year.
If we are a PFIC and our Class A ordinary
shares constitute “marketable stock,” you may avoid the adverse PFIC tax consequences discussed above if, at the close of
the first taxable year in which you hold (or are deemed to hold) our Class A ordinary shares, you make a mark-to-market election
with respect to the shares for the taxable year. You generally will include for each taxable year as ordinary income the excess, if any,
of the fair market value of your Class A ordinary shares at the end of the taxable year over your adjusted basis in your Class A
ordinary shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend
income or long-term capital gains. You also will be allowed to take an ordinary loss in respect of the excess, if any, of your adjusted
basis in your Class A ordinary shares over the fair market value of the shares at the end of the taxable year (but only to the extent
of the net amount of previously included income as a result of the mark-to-market election). Your basis in your Class A ordinary
shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition
of your Class A ordinary shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect
to warrants.
The mark-to-market election is available only
for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission,
including Nasdaq (on which we intend to list the Class A ordinary shares), or on a foreign exchange or market that the IRS determines
has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. In general, the Class A
ordinary shares will be treated as regularly traded in any calendar year in which more than a de minimis quantity of Class A
ordinary shares are traded on a qualified exchange on at least 15 days during each calendar quarter. If made, a mark-to-market election
would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the Class A
ordinary shares ceased to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consented to the revocation
of the election. You should consult your tax adviser regarding the availability and tax consequences of a mark-to-market election in
respect of our Class A ordinary shares under your particular circumstances.
If we are a PFIC and, at any time, have a foreign
subsidiary that is classified as a PFIC, you generally will be deemed to own a portion of the shares of the lower-tier PFIC, and generally
could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or
part of our interest in, the lower-tier PFIC or you otherwise are deemed to have disposed of an interest in the lower-tier PFIC. The
mark-to-market election discussed above will not apply to any lower-tier PFIC. Accordingly, you may continue to be subject to tax under
the rules described above with respect to excess distributions with respect to any lower-tier PFIC, notwithstanding a mark-to-market
election for the Class A ordinary shares. We will endeavor to cause any lower-tier PFIC to provide the information that may be required
to make or maintain a QEF election with respect to the lower-tier PFIC. There can be no assurance that we will have timely knowledge
of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there
can be no assurance that we will be able to cause the lower-tier PFIC to provide any required information. You should consult your tax
adviser regarding the tax issues raised by lower-tier PFICs.
If you own (or are deemed to own) shares in a
PFIC during any taxable year, you may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and
such other information as may be required by the U.S. Treasury Department.
The rules dealing with PFICs and with the
QEF and mark-to-market elections are complex and are affected by various factors in addition to those described above. Accordingly, you
should consult your adviser concerning the application of the PFIC rules to our securities under your particular circumstances.
Tax Reporting
You may be required to file an IRS Form 926
(Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to us. Substantial
penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement and the period of limitations on assessment
and collection of U.S. federal income taxes will be extended in the event of a failure to comply. Furthermore, certain U.S. Holders who
are individuals and certain entities will be required to report information with respect to any investment in “specified foreign
financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. Specified
foreign financial assets generally include any financial account maintained with a non-U.S. financial institution and should also include
the Class A ordinary shares and warrants if they are not held in an account maintained with a U.S. financial institution. Persons
who are required to report specified foreign financial assets but failed to do so may be subject to substantial penalties, and the period
of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. You should
consult your tax adviser regarding the foreign financial asset and other reporting obligations and their application to an investment
in our Class A ordinary shares and warrants.
Non-U.S. Holders
This section applies to you if you are a “Non-U.S.
Holder.” As used herein, the term “Non-U.S. Holder” means a beneficial owner of our units, Class A ordinary shares
or warrants (other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) that
is for United States federal income tax purposes:
|
|
·
|
a non-resident alien
individual (other than certain former citizens and residents of the United States subject
to U.S. tax as expatriates);
|
|
|
·
|
a foreign corporation;
or
|
|
|
·
|
an estate or trust
that is not a U.S. Holder;
|
A Non-U.S. Holder generally does not include
an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual,
you should consult your tax advisor regarding the United States federal income tax consequences of the sale or other disposition of our
securities.
Dividends (including constructive distributions
treated as dividends) paid or deemed paid to a Non-U.S. Holder in respect of our Class A ordinary shares generally will not be subject
to United States federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade
or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment
or fixed base that such Non-U.S. Holder maintains in the United States). In addition, a Non-U.S. Holder generally will not be subject
to United States federal income tax on any gain attributable to a sale or other disposition of our Class A ordinary shares or warrants
unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable
income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States).
Dividends (including constructive
distributions treated as dividends) and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business
in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base
in the United States) generally will be subject to United States federal income tax at the same regular United States federal income
tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for United States federal
income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
The United States federal
income tax treatment of a Non-U.S. Holder’s exercise of a warrant, the lapse of a warrant held by a Non-U.S. Holder or the redemption
of a warrant held by a Non-U.S. Holder, generally will correspond to the United States federal income tax treatment of the exercise,
lapse or redemption of a warrant by a U.S. Holder, as described under “U.S. Holders—Exercise, Lapse or Redemption of a Warrant”
above, although to the extent a cashless exercise, redemption or sale of a warrant results in a taxable exchange, the consequences would
be similar to those described in the preceding paragraphs above for a Non-U.S. Holder’s gain on the sale or other disposition of
our Class A ordinary shares and warrants.
Information Reporting and Backup Withholding
Dividend payments with respect
to our Class A ordinary shares and proceeds from the sale, exchange or redemption of our Class A ordinary shares may be subject
to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S.
Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from
backup withholding and establishes such exempt status. U.S. Holders who are required to establish their exempt status may be required
to provide such certification on IRS Form W-9. A Non-U.S. Holder generally will eliminate the requirement for information reporting
and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS
Form W-8 or by otherwise establishing an exemption.
Backup withholding is not
an additional tax. Amounts withheld as backup withholding may be credited against a holder’s United States federal income tax liability,
and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the
appropriate claim for refund with the IRS and furnishing any required information. Holders are urged to consult their own tax advisors
regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding
in their particular circumstances.
The U.S. federal income
tax discussion set forth above is included for general information only and may not be applicable depending upon a holder’s particular
situation. Holders are urged to consult their tax advisors with respect to the tax consequences to them of the acquisition, ownership
and disposition of our Class A ordinary shares and warrants, including the tax consequences under state, local, estate, foreign
and other tax laws and tax treaties and the possible effects of changes in U.S. or other tax laws.
Underwriting
BofA Securities, Inc. and Banco
BTG Pactual S.A. — Cayman Branch
are acting as global coordinators and representatives of the underwriters. Under the terms and subject to the conditions contained
in an underwriting agreement dated as of the date of this prospectus, we have agreed to sell to the underwriters named below the following
respective numbers of units:
|
Underwriter
|
|
Number
of Units
|
|
|
BofA Securities, Inc.
|
|
|
|
|
|
Banco BTG Pactual S.A. —
Cayman Branch
|
|
|
|
|
|
Total
|
|
|
13,000,000
|
|
Banco BTG Pactual S.A.— Cayman Branch is
not a broker-dealer registered with the SEC, and therefore may not make sales of any units in the United States or to U.S. persons except
in compliance with applicable U.S. laws and regulations. To the extent Banco BTG Pactual S.A.— Cayman Branch intends to effect
sales of the units in the United States, it will do so only through BTG Pactual US Capital, LLC or one or more U.S. registered broker-dealers,
or otherwise as permitted by applicable U.S. law.
The underwriting agreement provides that the
obligations of the underwriters to purchase the units included in this offering are subject to approval of legal matters by counsel and
to other conditions. The underwriting agreement provides that the underwriters are obligated to purchase all the units in this offering
if any are purchased, other than those units covered by the over-allotment option described below.
We have granted to the underwriters an option,
exercisable for 45 days from the date of this prospectus, to purchase on a pro rata basis up to 1,950,000 additional units at the initial
public offering price, less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments
of units. Any units issued or sold under the option will be issued and sold on the same terms and conditions as the other units that
are the subject of this offering.
The underwriters propose to offer the units initially
at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession
of $ per unit. If all of the units are not sold at the public offering price, the underwriters
may change the offering price and the other selling terms.
The following table summarizes the compensation
and estimated expenses we will pay:
|
|
|
Per
Unit(1)
|
|
|
Total
|
|
|
|
|
Without
Over-
allotment
|
|
|
With
Over-
allotment
|
|
|
Without
Over-
allotment
|
|
|
With
Over-
allotment
|
|
|
Underwriting Discounts and Commissions paid by us
|
|
$
|
0.55
|
|
|
$
|
.55
|
|
|
$
|
7,150,000
|
|
|
$
|
8,222,500
|
|
|
|
(1)
|
Includes $0.35 per unit, or $4,550,000 (or $5,232,500 if the over-allotment
option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting
commissions to be placed in a trust account located in the United States as described herein.
The deferred commissions will be released to the underwriters only on completion of an initial
business combination, in an amount equal to $0.35 multiplied by the number of Class A
ordinary shares sold as part of the units in this offering, as described in this prospectus.
Of such deferred commissions, at the sole and absolute
discretion of our management team up to $
per unit, or up to $ (or $
if the over-allotment option is exercised in full) may be paid to any one or more regulated
broker-dealers, which may include one or more underwriters in this offering, that assist
us in consummating our initial business combination.
|
We estimate that our non-reimbursed out-of-pocket
expenses for this offering will be approximately $750,000. We have agreed to pay for the FINRA-related fees and expenses of the underwriters’
legal counsel, not to exceed $25,000.
The representatives have informed us that the
underwriters do not intend to make sales to discretionary accounts.
We, our sponsor and our officers and directors
have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the prior
written consent of BofA Securities, Inc. and Banco BTG Pactual S.A. – Cayman Branch for
a period of 180 days after the date of this prospectus, any units, warrants, Class A ordinary shares or any other securities convertible
into, or exercisable, or exchangeable for, Class A ordinary shares; provided, however, that we may (1) issue and sell the private
placement warrants; (2) issue and sell the additional units to cover our underwriters’ over-allotment option (if any); (3) register
with the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering,
the resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the warrants and the founder
shares; and (4) issue securities in connection with our initial business combination. However, the foregoing shall not apply to
the forfeiture of any founder shares pursuant to their terms or any transfer of founder shares to any current or future independent director
of the Company (as long as such current or future independent director is subject to the terms of the letter agreement, filed herewith,
at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such
transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). The representatives
in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.
Our sponsor, initial shareholders, officers,
and directors will agree not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued
upon conversion thereof until the earlier to occur of (A) one year after the completion of our initial business combination; or
(B) subsequent to our initial business combination, (x) if the last reported sale price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our
initial business combination, or (y) the date following the completion of our initial business combination on which we complete
a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of our public
shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except with
respect to permitted transferees as described herein under “Principal Shareholders—Transfers of Founder Shares and
Private Placement Warrants”). Any permitted transferees would be subject to the same restrictions and other agreements of our
initial shareholders with respect to any founder shares.
The private placement warrants (including the
Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein
under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”).
We have agreed to indemnify the underwriters
against certain liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that
respect.
We expect our units to be listed on Nasdaq,
under the symbol “LATGU” and, once the Class A ordinary shares and warrants begin separate trading, to have our Class A
ordinary shares and warrants listed on Nasdaq under the symbols “LATG” and “LATGW,” respectively. We cannot
guarantee that our securities will be approved for listing on the Nasdaq Global Market.
Prior to this offering, there has been no public
market for our securities. Consequently, the initial public offering price for the units was determined by negotiations between us and
the representatives.
The determination of our per unit offering price
was more arbitrary than would typically be the case if we were an operating company. Among the factors considered in determining the
initial public offering price were the history and prospects of companies whose principal business is the acquisition of other companies,
prior offerings of those companies, our management, our capital structure, and currently prevailing general conditions in equity securities
markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you,
however, that the price at which the units, Class A ordinary shares or warrants will sell in the public market after this offering
will not be lower than the initial public offering price or that an active trading market in our units, Class A ordinary shares
or warrants will develop and continue after this offering.
If we do not complete our initial business
combination within 18 months from the closing of this offering (or up to 21 months, if we extend the time to complete a business combination
as described in this prospectus), the trustee and the underwriters have agreed that: (1) they will forfeit any rights or claims
to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account; and (2) the
deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon
(which interest shall be net of taxes payable) to the public shareholders.
|
|
·
|
In connection with this
offering, the underwriters may purchase and sell units in the open market. Purchases and
sales in the open market may include short sales, purchases to cover short positions, which
may include purchases pursuant to the over-allotment option and stabilizing purchases, in
accordance with Regulation M under the Exchange Act.
|
|
|
·
|
Short sales involve secondary
market sales by the underwriters of a greater number of units than they are required
to purchase in the offering.
|
|
|
·
|
“Covered” short
sales are sales of units in an amount up to the number of units represented by
the underwriters’ over-allotment option.
|
|
|
·
|
“Naked” short
sales are sales of units in an amount in excess of the number of units represented
by the underwriters’ over-allotment option.
|
|
|
·
|
Covering transactions involve
purchases of units either pursuant to the over-allotment option or in the open
market after the distribution has been completed in order to cover short positions.
|
|
|
·
|
To close a naked short
position, the underwriters must purchase units in the open market after the distribution
has been completed. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of the units in the open
market after pricing that could adversely affect investors who purchase in the offering.
|
|
|
·
|
To close a covered short
position, the underwriters must purchase units in the open market after the distribution
has been completed or must exercise the over-allotment option. In determining the source
of units to close the covered short position, the underwriters will consider, among
other things, the price of units available for purchase in the open market as compared
to the price at which they may purchase units through the over-allotment option.
|
|
|
·
|
Stabilizing transactions
involve bids to purchase units so long as the stabilizing bids do not exceed a specified
maximum.
|
Purchases to cover short positions and stabilizing
purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline
in the market price of the units. They may also cause the price of the units to be higher than the price that would otherwise
exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market
or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.
We have granted the underwriters a right of first
refusal to participate in certain private investments in public equity transactions (the “ROFR”). The ROFR will have a duration
of less than three years, in accordance with FINRA Rule 5110(g)(6)(A). Otherwise, 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; 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.
Some of the underwriters and their affiliates
have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business
with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their
business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers.
Such investments and securities activities may
involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend
to clients that they acquire, long and/or short positions in such securities and instruments.
A prospectus in electronic format may be made
available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering
and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The 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 the United
States, Europe, Asia and other jurisdictions where it is lawful to make such offers.
Each of the underwriters has represented and
agreed that it has not offered, sold or delivered and will not offer, sell or deliver any of the units directly or indirectly, or distribute
this prospectus or any other offering material relating to the units, in or from any jurisdiction except under circumstances that will
result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on us except as set forth
in the underwriting agreement.
Notice to Prospective Investors in the European
Economic Area and the United Kingdom
In relation to each Member State of the European
Economic Area and the United Kingdom (each a “Relevant State”), no units have been offered or will be offered pursuant to
this offering to the public in that Relevant State prior to the publication of a prospectus in relation to the units which has been approved
by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent
authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of units may be made to the public
in that Relevant State at any time under the following exemptions under the Prospectus Regulation:
|
|
(a)
|
to any legal entity which is a qualified investor as defined under
the Prospectus Regulation;
|
|
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified
investors as defined under the Prospectus Regulation), subject to obtaining the prior consent
of the Representatives for any such offer; or
|
|
|
(c)
|
in any other circumstances falling within Article 1(4) of
the Prospectus Regulation,
|
provided that no such offer of units shall require
the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression
an “offer to the public” in relation to any units in any Relevant State means the communication in any form and by any means
of sufficient information on the terms of the offer and any units to be offered so as to enable an investor to decide to purchase or
subscribe for any units, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
Notice to Prospective Investors in the United
Kingdom
This prospectus is only being distributed to,
and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of
the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other
persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person
being referred to as a “relevant person”). The units are only available to, and any invitation, offer or agreement to
purchase or otherwise acquire such units will be engaged in only with, relevant persons. This prospectus and its contents are confidential
and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom.
Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
Notice to Residents of Japan
The units have not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered
or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly
or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines
promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph,
“Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under
the laws of Japan.
Notice to Residents of Hong Kong
The units may not be offered or sold in
Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the
meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within
the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in
other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance
(Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the units may be issued or may be
in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at,
or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws
of Hong Kong) other than with respect to units which are or are intended to be disposed of only to persons outside Hong Kong
or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and any rules made thereunder.
Notice to Residents of Singapore
This prospectus has not
been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material
in connection with the offer or sale, or invitation for subscription or purchase, of the units may not be circulated or distributed,
nor may the units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures
Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person
pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance
with conditions set forth in the SFA.
Where the units are subscribed or purchased
under Section 275 of the SFA by a relevant person which is
|
|
·
|
a corporation (which is
not an accredited investor (as defined in Section 4A of the SFA)) the sole business
of which is to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or
|
|
|
·
|
a trust (where the trustee
is not an accredited investor) whose sole purpose is to hold investments and each beneficiary
is an accredited investor, shares, debentures and units of shares and debentures of
that corporation or the beneficiaries’ rights and interest (howsoever described) in
that trust shall not be transferred within six months after that corporation or that
trust has acquired the shares pursuant to an offer made under Section 275 of the SFA
except:
|
|
|
o
|
to
an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant
person defined in Section 275(2) of the SFA, or to any person pursuant to an offer
that is made on terms that such shares, debentures and units of shares and debentures
of that corporation or such rights and interest in that trust are acquired at a consideration
of not less than $200,000 (or its equivalent in a foreign currency) for each transaction,
whether such amount is to be paid for in cash or by exchange of securities or other assets,
and further for corporations, in accordance with the conditions specified in Section 275
of the SFA;
|
|
|
o
|
where
no consideration is or will be given for the transfer; or
|
|
|
o
|
where
the transfer is by operation of law.
|
Solely for the purposes of our obligations pursuant
to Section 309B of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in the CMP Regulations
2018), that the units are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on the Recommendations
on Investment Products).
Notice to Residents of Germany
Each person who is in possession of this prospectus
is aware that no German sales prospectus (Verkaufsprospekt) within the meaning of the Securities Sales Prospectus Act (Wertpapier- Verkaufsprospektgesetz,
the “Act”) of the Federal Republic of Germany has been or will be published with respect to our units. In particular, each
underwriter has represented that it has not engaged and has agreed that it will not engage in a public offering (offentliches Angebot)
within the meaning of the Act with respect to any of our units otherwise then in accordance with the Act and all other applicable legal
and regulatory requirements.
Notice to Residents of France
Neither this prospectus nor any other offering
material relating to the units described in this prospectus has been submitted to the clearance procedures of the Autorité des
Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité
des Marchés Financiers. The units have not been offered or sold and will not be offered or sold, directly or indirectly, to the
public in France. Neither this prospectus nor any other offering material relating to the units has been or will be:
• released,
issued, distributed or caused to be released, issued or distributed to the public in France; or
• used in connection
with any offer for subscription or sale of the units to the public in France.
Such offers, sales and distributions will be
made in France only:
• to qualified
investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each
case investing for their own account, all as defined in, and in accordance with, articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1,
D.754-1 and D.764-1 of the French Code monétaire et financier;
• to investment
services providers authorized to engage in portfolio management on behalf of third parties; or
• in a transaction
that, in accordance with article L.411-2-II-1° -or-2° -or 3° of the French Code monétaire et financier and article
211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does
not constitute a public offer (appel public à l’épargne).
The units may be resold directly or indirectly,
only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.
Notice to Residents of the Netherlands
Our units may not be offered, sold, transferred
or delivered in or from the Netherlands as part of their initial distribution or at any time thereafter, directly or indirectly, other
than to, individuals or legal entities situated in The Netherlands who or which trade or invest in securities in the conduct of a business
or profession (which includes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds, collective
investment institution, central governments, large international and supranational organizations, other institutional investors and other
parties, including treasury departments of commercial enterprises, which as an ancillary activity regularly invest in securities; hereinafter,
“Professional Investors”); provided that in the offer, prospectus and in any other documents or advertisements in which a
forthcoming offering of our units is publicly announced (whether electronically or otherwise) in The Netherlands it is stated that such
offer is and will be exclusively made to such Professional Investors. Individual or legal entities who are not Professional Investors
may not participate in the offering of our units, and this prospectus or any other offering material relating to our units may not be
considered an offer or the prospect of an offer to sell or exchange our units.
Notice to Prospective Investors
in the Cayman Islands
No offer or invitation, whether
directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our units.
Notice to Canadian Residents
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 Dubai
International Financial Centre
This prospectus relates to an Exempt Offer in
accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is
intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered
to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt
Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility
for the prospectus. The securities to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective
purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents
of this prospectus you should consult an authorized financial advisor.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure
statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the
offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations
Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure
statement or other disclosure document under the Corporations Act.
Any offer in Australia of the securities may
only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section
708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations
Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the
securities without disclosure to investors under Chapter 6D of the Corporations Act.
The securities applied for by Exempt Investors
in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering,
except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption
under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter
6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions. This prospectus contains
general information only and does not take account of the investment objectives, financial situation or particular needs of any particular
person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors
need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary,
seek expert advice on those matters.
Notice to Prospective Investors in Switzerland
This prospectus is not intended to constitute
an offer or solicitation to purchase or invest in our securities. The securities may not be publicly offered, directly or indirectly,
in Switzerland within the meaning of the Swiss Financial Services Act, or FinSA, and no application has or will be made to admit the
securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus nor any
other offering or marketing material relating to the securities constitutes a prospectus pursuant to the FinSA, and neither this prospectus
nor any other offering or marketing material relating to the securities may be publicly distributed or otherwise made publicly available
in Switzerland.
Legal
Matters
Shearman & Sterling LLP is acting as
counsel in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity of the
securities offered in this prospectus with respect to units and warrants. Maples and Calder (Dubai) LLP, Cayman Islands, will pass upon
the validity of the securities offered in this prospectus with respect to the ordinary shares and matters of Cayman Islands law. In connection
with this offering, Davis Polk & Wardwell LLP is acting as counsel to the underwriters.
Experts
The financial statements of LatAmGrowth SPAC as
of June 7, 2021 and for the period from May 20, 2021 (inception) through June 7, 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 LatAmGrowth SPAC to continue as a going concern as described in Note 1 to
the financial statements), appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
Where
You Can Find Additional Information
We have filed with the SEC a registration statement
on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not
contain all of the information included in the registration statement. For further information about us and our securities, you should
refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in
this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description
of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement
for copies of the actual contract, agreement or other document.
Upon completion of this offering, we will be subject
to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other
information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website
at www.sec.gov.
LATAMGROWTH SPAC
Index
to Financial Statements
Page
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Financial Statements:
|
|
|
Balance Sheets as of September 30, 2021 (unaudited) and as of June 7,
2021
|
F-3
|
|
Statements of Operations for the Period from May 20, 2021 (inception)
through September 30, 2021 (unaudited) and from May 20, 2021 (inception) through June 7, 2021
|
F-4
|
|
Statements of Changes in Shareholder's Equity for the Period from May
20, 2021 (inception) through September 30, 2021 (unaudited) and from May 20, 2021 (inception) through June 7, 2021
|
F-5
|
|
Statements of Cash Flows for the Period from May 20, 2021 (inception)
through September 30, 2021 (unaudited) and from May 20, 2021 (inception) through June 7, 2021
|
F-6
|
|
Notes to Financial Statements
|
F-7
|
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Shareholder and Board of Directors of
LatAmGrowth SPAC
Opinion on the Financial Statements
We have audited the accompanying balance sheet
of LatAmGrowth SPAC (the “Company”) as of June 7, 2021, the related statements of operations, changes in shareholder’s
equity and cash flows for the period from May 20, 2021 (inception) through June 7, 2021, and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of June 7, 2021, and the results of its operations and its cash flows for the period from
May 20, 2021 (inception) through June 7, 2021, in conformity with accounting principles generally accepted in the United States
of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the
Company’s ability to execute its business plan is dependent upon its completion of the proposed initial public offering described
in Note 3 to the financial statements. The Company has a working capital deficiency as of June 7, 2021 and lacks the financial resources
it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance of the financial
statements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with
regard to these matters are also described in Notes 1 and 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor since 2021.
Houston, TX
July 15, 2021
LATAMGROWTH SPAC
BALANCE
SHEETS
|
|
|
September
30, 2021
(unaudited)
|
|
|
June
7, 2021
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Deferred
offering costs
|
|
$
|
246,255
|
|
|
$
|
126,709
|
|
|
Total
Assets
|
|
|
246,255
|
|
|
|
126,709
|
|
|
Liabilities
and Shareholder’s (Deficit)
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued
offering costs and expenses
|
|
$
|
311,255
|
|
|
$
|
191,709
|
|
|
Other
accrued expenses
|
|
|
1,442
|
|
|
|
—
|
|
|
Total
current liabilities
|
|
|
312,697
|
|
|
|
191,709
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
Shareholder’s
(Deficit):
|
|
|
|
|
|
|
|
|
|
Preference
shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
—
|
|
|
|
—
|
|
|
Class A
ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding
|
|
|
—
|
|
|
|
—
|
|
|
Class B
ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,737,500 shares issued and outstanding(1)
|
|
|
374
|
|
|
|
374
|
|
|
Additional
paid-in capital
|
|
|
24,626
|
|
|
|
24,626
|
|
|
Accumulated
deficit
|
|
|
(91,442
|
)
|
|
|
(90,000
|
)
|
|
Total
shareholder’s (deficit)
|
|
|
(66,442
|
)
|
|
|
(65,000
|
)
|
|
Total
Liabilities and Shareholder’s (Deficit)
|
|
$
|
246,255
|
|
|
$
|
126,709
|
|
|
|
(1)
|
This number includes up to 487,500 Class B ordinary shares subject
to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters
(see Note 5).
|
The accompanying notes are an integral part of
these financial statements.
LATAMGROWTH SPAC
STATEMENTS OF OPERATIONS
|
|
|
For
the period from May 20, 2021 (inception) through September 30, 2021 (unaudited)
|
|
|
For
the period from May 20, 2021 (inception) through June 7, 2021
|
|
|
Formation
and operating costs
|
|
$
|
91,442
|
|
|
$
|
90,000
|
|
|
Net
loss
|
|
$
|
(91,442
|
)
|
|
$
|
(90,000
|
|
|
Basic
and diluted weighted average Class B ordinary shares outstanding(1)
|
|
|
3,250,000
|
|
|
|
3,250,000
|
|
|
Basic
and diluted net loss per share
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
|
|
|
(1)
|
This number excludes an aggregate of up to 487,500 Class B ordinary
shares subject to forfeiture if the over-allotment option is not exercised in full or in
part by the underwriters (see Note 5).
|
The accompanying notes are an integral part of
these financial statements.
LATAMGROWTH SPAC
STATEMENTS OF CHANGES
IN SHAREHOLDER’S EQUITY
|
|
|
Class B
|
|
|
Additional
Paid-in
|
|
|
Accumulated
|
|
|
Total
Shareholder’s
|
|
|
|
|
Shares(1)
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
|
Balance as of May 20, 2021 (inception)
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Class B ordinary shares
issued to Sponsor
|
|
|
3,737,500
|
|
|
|
374
|
|
|
|
24,626
|
|
|
|
—
|
|
|
|
25,000
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(90,000
|
)
|
|
|
(90,000
|
)
|
|
Balance as of June 7, 2021
|
|
|
3,737,500
|
|
|
|
374
|
|
|
|
24,626
|
|
|
|
(90,000
|
)
|
|
|
(65,000
|
)
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,442
|
)
|
|
|
(1,442
|
)
|
|
Balance as of September 30, 2021
(unaudited)
|
|
|
3,737,500
|
|
|
$
|
374
|
|
|
$
|
24,626
|
|
|
$
|
(91,442
|
)
|
|
$
|
(66,442
|
)
|
|
|
(1)
|
This number includes up to 487,500 Class B ordinary shares subject
to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters
(see Note 5).
|
The accompanying notes are an integral part of
these financial statements.
LATAMGROWTH SPAC
STATEMENTS OF CASH FLOWS
|
|
|
For the period from May 20, 2021 (inception)
through September 30, 2021 (unaudited)
|
|
|
For the period from May 20, 2021 (inception)
through June 7, 2021
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(91,442
|
)
|
|
$
|
(90,000
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
|
91,442
|
|
|
|
90,000
|
|
|
Net cash used in operating activities
|
|
|
—
|
|
|
|
—
|
|
|
Net change in cash
|
|
|
—
|
|
|
|
—
|
|
|
Cash, beginning of the period
|
|
|
—
|
|
|
|
—
|
|
|
Cash, end of the period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
Deferred offering costs paid by Sponsor in exchange for issuance of Class B
ordinary shares
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
Deferred offering costs included in accrued offering costs and expenses
|
|
$
|
221,255
|
|
|
$
|
101,709
|
|
The accompanying notes are an integral part of
these financial statements.
LATAMGROWTH SPAC
NOTES TO FINANCIAL STATEMENTS
Note 1—Organization,
Business Operation and Going Concern
LatAmGrowth SPAC (the “Company”) was
incorporated as a Cayman Islands exempted company on May 20, 2021. The Company was incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities
(the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has
anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company
will not be limited to a particular industry or geographic region in its identification and acquisition of a target company, but the Company intends to focus its search on high growth companies
in Latin America, including Brazil, as well as businesses located in the United States that cater to the Hispanic community: (1) with
significant technological advantages, and/or (2) that are well positioned to benefit from the favorable structural and secular trends
of the emerging middle class.
As of September 30, 2021, the Company had not
commenced any operations. All activity for the period from May 20, 2021 (inception) through September 30, 2021 relates to the Company’s
formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after
the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest
income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected
December 31 as its fiscal year end.
The Company’s Sponsor is LatAmGrowth
Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is
contingent upon obtaining adequate financial resources through a Proposed Public Offering of 13,000,000 units at $10.00 per unit (the
“Units”) (or 14,950,000 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 7,900,000 warrants (or 8,680,000 warrants if the underwriters’
over-allotment option is exercised in full) (the “Private Placement Warrants”), each exercisable to purchase one Class A
ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that will
close simultaneously with the Proposed Public Offering.
The Company must complete one or more Business
Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below)
(excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s
signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business
Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940 (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business
Combination successfully.
Upon the closing of the Proposed Public Offering,
management has agreed that an amount equal to at least 10.20 per Unit sold in the Proposed Public Offering, including the proceeds of
the Private Placement Warrants, will be held in a Trust Account (“Trust Account”) and will be invested only in U.S. government
treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under
the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on
the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Proposed Public
Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the
completion of the initial Business Combination, (ii) the redemption of the public shares if the Company has not completed its initial
Business Combination within 18 months from the closing of the Proposed Public Offering (or up to 21 months, if we extend the time to
complete a business combination as described in this prospectus) (the “Combination Period”), subject to applicable law, or
(iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation
to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not
consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial Business Combination activity.
The Company will provide its public shareholders
with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either
(i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote
by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the
timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable
law or stock exchange listing requirements.
The shareholders will be entitled to redeem
their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as
of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject
to the limitations and on the conditions described herein. The amount in the Trust Account is initially anticipated to be $10.20 per
public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the
deferred underwriting commissions the Company will pay to the underwriters.
Ordinary shares subject to redemption will
be recorded at 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.” 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 shareholder approval, a majority
of the issued and outstanding shares voted are voted in favor of the Business Combination.
The Company will have 18 months from the closing
of the Proposed Public Offering (or up to 21 months, if we extend the time to complete a business combination as described in this prospectus)
to consummate the initial Business Combination. If the Company has not consummated the initial Business Combination within the Combination
Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but 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 (less taxes payable and
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
The Sponsor and each member of the management team
have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion
of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in
connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business
Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination
Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination
activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the
Company fails to complete the initial Business Combination within the Combination 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 its initial Business
Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during
or after the Proposed Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business
Combination.
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party (other than Marcum LLP, the Company’s independent registered public
accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered
into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in
the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value
of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target
business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain
liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification
obligations, nor have the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations
and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you
that the 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 the initial Business Combination and redemptions could be reduced to less than $10.20 per public share.
In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per
share in connection with any redemption of your public shares. None of the Company’s officers or directors will indemnify the Company
for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Going Concern Consideration
As of September 30, 2021 and June 7, 2021,
the Company had no cash and a working capital deficit of $312,697 and $191,709 (excluding deferred offering costs), respectively. 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 one year from the issuance of these financial
statements. $132,600,000 (or $152,490,000 if the underwriters’ over-allotment option is exercised in full) of the proceeds from
the Proposed Public Offering will be deposited into the trust account. Any remaining amounts from the proceeds will be deposited into
an operating bank account as working capital. 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 financial statements are presented
in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the
rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
The accompanying unaudited financial statements
as of September 30, 2021 and for the period from May 20, 2021 (inception) through September 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 from May 20, 2021 (inception)
through September 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021,
or for any future period.
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 shareholder
approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of financial statements in conformity
with 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 or cash equivalents
as of June 7, 2021 and September 30, 2021.
Deferred Offering Costs
Deferred offering costs consist of legal and
accounting expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering. Deferred offering
costs, other than the underwriting discount, will be allocated to the Units issued in the Proposed Public Offering and the Private Placement
Warrants based on a relative fair value basis, compared to total proceeds received. The underwriting discount will be allocated to the
Units 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 ordinary shares will be applied against Class A ordinary shares classified as temporary
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.
Net Loss Per Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted
average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted
average shares were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that are subject to forfeiture if
the over-allotment option is not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive
securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings
of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
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). The Company’s financial instruments are classified as either Level
1, Level 2 or Level 3. These tiers include:
• Level 1,
defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
• Level 2,
defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for
similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
• Level 3,
defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Warrant Liability
The Company accounts for warrants as either
equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative
guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing
Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers
whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,
and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed
to the Company's own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance.
For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded
as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated
fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
The Company will be accounting for the Public
Warrants (see Note 3) and Private Placement Warrants (see Note 4) (together with the Public Warrants, the “Warrants”) in
accordance with the guidance contained in ASC 815-40. The Warrants are not expected to be considered indexed to the Company's own ordinary
shares, and as such, the Warrants will not meet the criteria for equity treatment and will be recorded as liabilities.
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.
FASB ASC 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. There were no unrecognized tax benefits as of September 30, 2021 and June 7, 2021. The Company’s management
determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and June 7, 2021, there were no unrecognized
tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income
by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
Consequently, income taxes are not reflected in the Company’s financial statements.
Redeemable Share Classification
The Company’s ordinary
shares that will be sold as part of the Units in the Proposed Public Offering ("public ordinary shares") contain a redemption
feature which allows for the redemption of such public shares in connection with a shareholder vote or tender offer in connection with
the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject
to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary
shares sold as part of the Units in the Proposed Public Offering will be issued with other freestanding instruments (i.e., Public Warrants)
and as such, the initial carrying value of public ordinary shares classified as temporary equity, and the Public Warrants will be considered
a derivative liability and as such, the fair value of the Public Warrants is bifurcated and presented as a liability. The public ordinary
shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned
above.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards
Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts
in Entity' Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity' Own Equity (“ASU 2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also
removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and
it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on May 20, 2021 (inception).
Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows.
The Company's management does not believe that any other recently issued,
but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Note 3—Proposed
Public Offering
Pursuant to the Proposed Public Offering, the Company
intends to offer for sale 13,000,000 Units, (or 14,950,000 Units if the underwriters’ over- allotment option is exercised in full)
at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Public
Warrants”).
Note 4—Private
Placement
The Company’s Sponsor has agreed to purchase
an aggregate of 7,900,000 Private Placement Warrants (or 8,680,000 warrants if the underwriters’ over-allotment option is exercised
in full) at a price of $1.00 per Private Placement Warrants, for an aggregate purchase price of $7,900,000 (or $8,680,000 if the underwriters’
over- allotment option is exercised in full). The Private Placement Warrants will be identical to the warrants sold in the Proposed Public
Offering except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not
be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants),
subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s
initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
If the Private Placement Warrants are held by holders
other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption
scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the Proposed Public Offering.
Note 5—Related
Party Transactions Founder Shares
On June 7, 2021, the Sponsor paid $25,000,
or approximately $0.007 per share, to cover certain offering costs in consideration for 3,737,500 Class B ordinary shares, par value
$0.0001. Up to 487,500 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’
over-allotment option is exercised.
The holders of the Company’s founder
shares prior to the Proposed Public Offering (the “initial shareholders”) will agree not to transfer, assign or sell any
of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one
year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger,
share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the
right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject
to the same restrictions and other agreements of the initial shareholders with respect to any founder shares (Lock-up). Notwithstanding
the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for
share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the initial Business Combination or (2) the Company consummates a transaction after
the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or
other property, the founder shares will be released from the lock-up.
Promissory Note—Related
Party
On June 7, 2021, the Sponsor agreed to
loan the Company up to $300,000 to be used for a portion of the expenses of the Proposed Public Offering. These loans are non-interest
bearing, unsecured and are due at the earlier of June 15, 2022 or the closing of the Proposed Public Offering. The loan will be
repaid upon the closing of the Proposed Public Offering out of the offering proceeds not held in the Trust Account. As of September 30,
2021 and June 7, 2021, the Company had no borrowings under the promissory note.
Working Capital Loans
In order to finance transaction costs in connection
with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the
Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial
Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the
Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the
Working Capital 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. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2021
and June 7, 2021, the Company had no borrowings under the Working Capital Loans.
Note 6—Commitments &
Contingencies
Registration and Shareholder Rights
The holders of the (i) founder shares,
which were issued in a private placement prior to the closing of the Proposed Public Offering, (ii) Private Placement Warrants,
which will be issued in a private placement simultaneously with the closing of the Proposed Public Offering and the Class A ordinary
shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working
capital loans will have registration rights to require the Company to use its best efforts to register a sale of any of its securities
held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding
short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination.
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 from the date of the Proposed Public Offering to purchase up to an additional 1,950,000 units to cover over-allotments, if any.
The underwriters will be entitled to a cash underwriting
discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $2,600,000 (or up to $2,990,000 if the underwriters’
over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the
gross proceeds of the Proposed Public Offering, or $4,550,000 (or up to $5,232,500 if the underwriters’ over-allotment is exercised
in full), upon the completion of the Company’s initial Business Combination.
Forward Purchase Agreement
An affiliate of the Sponsor (the “Sponsor
Affiliate”) will enter into a forward purchase agreement with the Company in connection with the Proposed Public Offering that
provides for the purchase by the Sponsor Affiiliate of an aggregate of up to 4,000,000 units, each consisting of one Class A ordinary
share and one-half of a warrant, for an aggregate purchase price of up to $40,000,000, in a private placement that will close simultaneously
with the closing of the Company’s initial business combination. The proceeds from the sale of these forward purchase units, together
with the amounts available to the Company from the trust account (after giving effect to any redemptions of public shares) and any other
equity or debt financing obtained by the Company in connection with the business combination, will be used to satisfy the cash requirements
of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the
post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account
and other financing are sufficient for such cash requirements, the Sponsor Affiliate may purchase less than 4,000,000 forward purchase
units. In addition, the Sponsor Affiliate’s commitment under the forward purchase agreement will be subject to approval of its
investment committee as well as customary closing conditions under the forward purchase agreement.
The forward purchase shares will be identical
to the Class A ordinary shares included in the units being sold in this offering, except that pursuant to the forward purchase agreement,
they will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, subject
to limited exceptions. The forward purchase warrants will have the same terms as the private placement warrants.
Note 7—Shareholder’s
Equity
Preference shares—The Company
is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and
preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021, there were no
preference shares issued or outstanding.
Class A ordinary shares—The
Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. At September 30, 2021,
there were no Class A ordinary shares issued or outstanding.
Class B ordinary shares—The
Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to
one vote for each share of Class B ordinary shares. At September 30, 2021, there were 3,737,500 Class B ordinary shares issued
and outstanding. Of the 3,737,500 Class B ordinary shares, an aggregate of up to 487,500 shares are subject to forfeiture to the
Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so
that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Proposed
Public Offering.
Holders of Class A ordinary shares and holders
of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as
required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by
applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s
ordinary shares that are voted is required to approve any such matter voted on by its shareholders.
The Class B ordinary shares will automatically
convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination
on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares
issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares
outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including
the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business
Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A
ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued
to the Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will
never occur on a less than one-for-one basis.
Note 8—Subsequent Events
The Company evaluated subsequent events and
transactions that occurred after the balance sheet date up to November 24, 2021, the date that the financial statements were issued.
Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial
statements.
13,000,000 Units
LatAmGrowth SPAC
PROSPECTUS
,
2021
|
BofA Securities
|
BTG
Pactual
|
Until ,
2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our units, public warrants or Class A ordinary
shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’
obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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:
|
SEC expenses
|
|
$
|
21,827
|
|
|
FINRA expenses
|
|
|
35,820
|
|
|
Accounting and financial consultant
fees and expenses
|
|
|
120,000
|
|
|
Printing and engraving expenses
|
|
|
30,000
|
|
|
Legal fees and expenses
|
|
|
310,000
|
|
|
Nasdaq listing and filing
fees
|
|
|
75,000
|
|
|
Miscellaneous
|
|
|
157,353
|
|
|
Total
|
|
$
|
750,000
|
|
Item 14. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to
which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the
extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and
articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for
any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may
purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost
of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers
and directors. We also intend to enter in indemnity agreements with them.
Our officers and directors have agreed to waive
any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest
or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse
against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us
if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have
been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 15. Recent Sales of Unregistered Securities.
In June 2021,
our sponsor paid $25,000, or approximately $0.007 per share, to cover certain of our offering costs,
in exchange for an aggregate of 3,737,500 founder shares. Such securities were issued in connection
with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number
of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 14,950,000
units if the underwriters’ over-allotment option is exercised in full and therefore that such founder shares would represent 20%
of the outstanding shares after this offering. Up to 487,500 of these shares may be surrendered for no consideration depending on the
extent to which the underwriters’ over-allotment is exercised.
Our sponsor is an accredited investor for purposes
of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation
D. The sole business of our sponsor is to act as the company’s sponsor in connection with this offering. The limited liability company
agreement of our sponsor provides that its membership interests may only be transferred to our officers or directors or other persons
affiliated with our sponsor, or in connection with estate planning transfers.
Our sponsor has committed to, pursuant to
a written agreement, to purchase from us an aggregate of 7,900,000 private placement warrants (or 8,680,000 private placement warrants
if the underwriters’ over-allotment option is exercised in full) at $1.00 per warrant (for an aggregate purchase price of $7,900,000
(or $8,680,000 if the underwriters’ over-allotment option is exercised in full)). This purchase will take place on a private placement
basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were
paid with respect to such sales.
Item 16. Exhibits and Financial Statement Schedules.
EXHIBIT INDEX
Item 17. Undertakings.
|
|
(a)
|
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
|
|
|
(b)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
|
|
|
(c)
|
The undersigned registrant hereby undertakes that:
|
|
|
(1)
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
|
|
|
(2)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
|
(3)
|
For the purpose of determining liability under the Securities Act of 1933 of any purchaser, if the registrant is subject to Rule 430C,
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
|
|
(4)
|
For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
|
(i)
|
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
|
(ii)
|
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by an undersigned registrant;
|
|
|
(iii)
|
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
(iv)
|
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Mexico City, Mexico, on the 24 day of November, 2021.
|
|
LATAMGROWTH
SPAC
|
|
|
|
|
|
By:
|
/s/
Gerard Cremoux
|
|
|
|
Name:
Gerard Cremoux
|
|
|
|
Title: Chief
Executive Officer, Chief Financial Officer and Director
|
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
|
|
/s/
Gerard Cremoux
|
Gerard Cremoux
Chief Executive Officer
Chief Financial Officer
Director
(Principal Executive Officer)
|
November 24,
2021
|
|
|
|
|
|
/s/
Eduardo Cortina
|
Eduardo Cortina
Chairman of the Board
|
November 24,
2021
|
|
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of
the Securities Act of 1933, the undersigned has signed this registration statement, solely in his capacity as the duly authorized representative
of LatAmGrowth SPAC, in New York City, New York, on the 24 day of November, 2021.
|
|
By:
|
/s/ Michael J. McGuinness
|
|
|
|
Name: Michael J. McGuinness
|
|
|
|
Title: Director
|
Exhibit 1.1
$130,000,000
13,000,000 Units
LatAmGrowth SPAC
UNDERWRITING AGREEMENT
[●], 2021
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Banco BTG Pactual S.A. – Cayman Branch
601 Lexington Avenue, 57th Floor
New York, New York 10022
As Representatives of the several Underwriters
Ladies and Gentlemen:
LatAmGrowth SPAC, a Cayman Islands exempted company
(the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto
(collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives,
13,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called
the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to
1,950,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together
with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional
Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term
Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise
defined are defined in Section 21 of this Agreement (the “Agreement”).
Each Unit consists of one of the
Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and
one-half of one redeemable warrant, where each whole warrant is exercisable to purchase one Class A Ordinary Share (the
“Warrants”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the
52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) 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 (as defined below),
(b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that
includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will
begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Warrant
entitles its holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, during the
period commencing thirty (30) days after the completion of an initial Business Combination (as defined below) and terminating at
5:00 p.m. New York City time 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); provided, however, that pursuant to the Warrant Agreement
(as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given
time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the
Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
The Company will enter into an Investment Management
Trust Agreement, effective as of the Closing Date (as defined below), with Continental Stock Transfer & Trust Company (“CST”),
as trustee, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”),
pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering
will be deposited and held in a 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 will enter into a Warrant Agreement,
effective as of the Closing Date, with respect to the Warrants and the Private Placement Warrants (as defined below) with CST, as warrant
agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant
to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of
the Warrants and Private Placement Warrants.
The Company has entered into a Securities
Purchase Agreement, dated as of June 2, 2021 (the “Securities Purchase Agreement”), in substantially the form
filed as Exhibit 10.7 to the Registration Statement, with LatAmGrowth Sponsor LLC (the “Sponsor” or
“Purchaser”), a Delaware limited liability company, an entity controlled by Gerard Cremoux
(“Cremoux”), the Company’s Chief Executive Officer, Eduardo Cortina (“Cortina”), the
Company’s Chairman of the Board, and Gerardo Mendoza (“Mendoza”), the Company’s Chief Investment
Officer, pursuant to which the Purchaser purchased an aggregate of 3,737,500 Class B ordinary shares, par value $0.0001 per share,
of the Company (including the Class A Ordinary Shares issuable upon conversion thereof, the “Founder Shares”),
for a total purchase price of $25,000, or approximately $0.007 per share. Up to 487,500 Founder Shares are subject to forfeiture
depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially
similar to the Class A Ordinary Shares included in the Units except as described in the Prospectus.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
The Company has entered into a Private Placement
Warrants Purchase Agreement, effective as of the date hereof (the “Warrants Purchase Agreement”), with the Sponsor,
in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate
of 7,900,000 warrants (or up to 8,680,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant,
each entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the “Private Placement Warrants”),
for $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described
in the Prospectus.
The Company will enter into a Registration Rights
Agreement, dated as of the Closing Date, with the Sponsor and certain holders signatory thereto, in substantially the form filed as Exhibit
10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted
certain registration rights in respect of the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement
Warrants, Class A Ordinary Shares underlying the Founder Shares and any warrants (which will be substantially similar to the Private Placement
Warrants) that may be issued upon conversion of working capital loans, if any.
The Company will enter into a forward purchase
agreement, dated as of [the Closing Date], with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration
Statement (the “Forward Purchase Agreement”) pursuant to which such affiliate will commit that it will purchase from
the Company up to 4,000,000 forward purchase units, consisting of one Class A ordinary share and one-half of one warrant to purchase one
Class A ordinary share, for $10.00 per unit, or an aggregate amount of up to $40,000,000, in a private placement that will close concurrently
with the closing of the initial Business Combination.
The Company has caused to be duly executed and
delivered certain letter agreements, each dated as of the Closing Date, by the Sponsor and each of the Company’s directors and officers,
in the form filed as Exhibit 10.1 to the Registration Statement (each an “Insider Letter” and, together, the “Insider
Letters”).
1.
Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below
in this Section 1.
(a) The
Company has prepared and filed with the Commission the Registration Statement (file number 333-[●]) on Form S-1, including the
related Preliminary Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration
Statement, including any amendments thereto filed prior to the Execution Time, has become effective in accordance with Section 8(a)
of the Act. The Company has filed one or more amendments thereto, including the related Preliminary Prospectus, each of which has
previously been furnished to you. The Company will file with the Commission the Prospectus in accordance with Rule 424(b). As filed,
such Prospectus shall contain all information required by the Act and, except to the extent the Representatives shall agree in
writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the
extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that
contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or
made therein. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or
supplemental information.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(b)
On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and
on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date
(a “settlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable
requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading; as of the Applicable Time did not, and on
the Closing Date and any settlement date, any individual Written Testing-the-Waters Communication (as defined herein) will not conflict
with the information contained in the Registration Statement or the Statutory Prospectus, complied or will comply, as applicable, in all
material respects with the Act, when considered together with the Statutory Prospectus, and did not and will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading; and on the date of any filing pursuant to Rule 424(b) and on
the Closing Date and any settlement date, the Prospectus (together with any supplement thereto) will not include any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as
to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon
and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed
that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b)
hereof.
(c)
The Statutory Prospectus, as of the Applicable Time and on the Closing Date and any settlement date, did not and will not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations
or warranties as to the information contained in or omitted from the Statutory Prospectus in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it
being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described
as such in Section 8(b) hereof.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(d)
The Company has filed with the Commission a Form 8-A (file number 001-[●]) providing for the registration under the Exchange
Act of the Securities and the Class A Ordinary Shares and the Warrants included as part of the Securities, which registration is currently
effective on the date hereof. The Securities and the Class A Ordinary Shares and the Warrants included as part of the Securities have
been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on The Nasdaq Capital Market
(“Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.
(e)
The Commission has not issued any order or, to the Company’s knowledge, threatened to issue any order preventing or suspending
the effectiveness of the Registration Statement or the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has
not instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
(f) (i)
At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date being used as the determination
date for purposes of this clause (ii)), the Company was and is an Ineligible Issuer (as defined in Rule 405).
(g)
The Company has not prepared or used a Free Writing Prospectus.
(h)
The Company has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Cayman
Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business
as described in the Statutory Prospectus and the Prospectus and to enter into this Agreement, the Trust Agreement, the Warrant Agreement,
the Securities Purchase Agreement, the Warrants Purchase Agreement, the Registration Rights Agreement, the Forward Purchase Agreement
and the Insider Letters, and to carry out the transactions contemplated hereby and thereby, and, except where failure to be so qualified
or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below), is duly qualified to do
business as a foreign corporation and is in good standing under the laws of each jurisdiction that requires such qualification.
(i) There
is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or
to be filed as an exhibit thereto, which is not described or filed as required (and the Statutory Prospectus contains in all
material respects the same description of the foregoing matters contained in the Prospectus); and the statements in the Statutory
Prospectus and the Prospectus under the headings “Principal Shareholders,” “Certain Relationships and Related
Party Transactions,” and “Description of Securities” insofar as such statements summarize legal matters,
agreements, documents or proceedings discussed therein, are in all material respects accurate and fair summaries of such legal
matters, agreements, documents or proceedings. There are no business relationships or related party transactions involving the
Company or any other person required by the Act to be described in the Registration Statement or Prospectus that have not been
described as required.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(j)
The Company’s authorized equity capitalization is as set forth in the Statutory Prospectus and the Prospectus.
(k)
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 Class A Ordinary Shares and Warrants were at all relevant
times either registered under the Act, the applicable state securities and blue sky laws or, based in part on the representations and
warranties of the purchasers of such Class A Ordinary Shares and Warrants, exempt from such registration requirements. The holders of
outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities and,
except as set forth in the Statutory Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other
obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership
interests in the Company are outstanding.
(l)
The Securities have been duly authorized and when issued and delivered against payment by the Underwriters pursuant to this Agreement,
will be validly issued.
(m)
The Class A Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for
the Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly
issued, fully paid and nonassessable.
(n)
The Warrants included in the Units, when authenticated, issued and delivered in the manner set forth in the Warrant Agreement against
payment for the Securities by the Underwriters pursuant to this Agreement, will be duly executed, authenticated, issued and delivered,
and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability.
(o) The
Class A Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been
duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment therefor pursuant to
the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement and registered in the Company’s
register of members, will be validly issued, fully paid and nonassessable. The holders of such Class A Ordinary Shares are not and
will not be subject to personal liability by reason of being such holders; such Class A Ordinary Shares are not and will not be
subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken
for the authorization, issuance and sale of such Class A Ordinary Shares (other than such execution (if applicable),
countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(p)
Except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no holders of any securities of
the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the
Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to
be filed by the Company.
(q)
No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons
controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except
as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.
(r)
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.
(s)
The Founder Shares issued on June 2, 2021 are duly authorized, validly issued, fully paid and, except with respect to the forfeiture
of certain Founder Shares as described in the Registration Statement upon the failure by the Underwriters to purchase any or all of the
Option Securities, nonassessable.
(t)
The Private Placement Warrants, when delivered upon the consummation of the 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.
(u)
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.
(v)
The Trust Agreement has been duly authorized, and will be duly executed and delivered by the Company, and, upon execution and delivery
and assuming due execution and delivery by CST, will be 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.
(w) The
Warrant Agreement has been duly authorized, and will be duly executed and delivered by the Company and, upon execution and delivery
and assuming due execution and delivery by CST, will be 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.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(x)
The Securities Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid
and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except
as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability.
(y)
The Warrants Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid
and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except
as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability.
(z)
The Registration Rights Agreement has been duly authorized, and will be duly executed and delivered by the Company and, upon execution
and delivery, will be 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.
(aa)
The Forward Purchase Agreement has been duly authorized, and will be duly executed and delivered by the Company and, upon execution
and delivery, will be 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.
(bb)
The Insider Letters to be executed by the Company, the Sponsor and, to the Company’s knowledge, each officer and director
of the Company, have been duly authorized, and will be duly executed and delivered by the Company, the Sponsor and, to the Company’s
knowledge, each such officer and director, respectively, and, upon execution and delivery, will constitute valid and binding agreements
of the Company, the Sponsor and, to the Company’s knowledge, each such officer and director, respectively, enforceable against the
Company, the Sponsor and, to the Company’s knowledge, each such officer and director, respectively, in accordance with their terms
except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally
from time to time in effect and by equitable principles of general applicability.
(cc) The
Company is not and, after giving effect to the offering and sale of the Securities and the Private Placement Warrants and the
application of the proceeds thereof as described in the Statutory Prospectus and the Prospectus, will not be an “investment
company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(dd)
No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection
with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Securities Purchase Agreement, the Warrants
Purchase Agreement, the Registration Rights Agreement, the Forward Purchase Agreement or the Insider Letters, except for the registration
under the Act and the Exchange Act of the Securities and such as may be required under state securities or blue sky laws of any jurisdiction
in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Statutory
Prospectus and the Prospectus.
(ee)
The Company is not in violation or default of (i) any provision of its Amended and Restated Memorandum and Articles of Association,
(ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which it is a party or bound or to which its property is subject, or
(ff)
Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Securities Purchase Agreement, the Warrants Purchase
Agreement, the Registration Rights Agreement, the Forward Purchase Agreement or the Insider Letters will conflict with, result in a breach
or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Amended
and Restated Memorandum and Articles of Association of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed
of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a
party or bound or to which the Company’s property is subject, or (iii) any statute, law, rule, or regulation, judgment, order or
decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company or any of its respective properties except in the case of clause (ii) and (iii) above for any conflict,
breach or violation that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and that
would not, individually or in the aggregate, have a Material Adverse Effect on the ability of the Underwriters to consummate the transactions
contemplated by this Agreement.
(gg)
No holders of securities of the Company have rights to the registration of such securities under the Registration Statement.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(hh)
The historical financial statements, including the notes thereto and the supporting schedules, if any, of the Company included
in the Statutory Prospectus, the Prospectus and the Registration Statement present fairly the financial condition, results of operations
and cash flows of the Company as of the dates and for the periods indicated, comply as to form in all material respects with the applicable
accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent
basis throughout the periods involved (except as otherwise noted therein). The summary financial data set forth under the caption “Summary
Financial Data” in the Statutory Prospectus, Prospectus and Registration Statement fairly present, on the basis stated in the Statutory
Prospectus, Prospectus and Registration Statement, the information included therein. The Company is not party to any off-balance sheet
transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other
persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition,
results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. The statistical,
industry-related and market-related data included in the Registration Statement, the Statutory Prospectus and the Prospectus are based
on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and such data agree with
the sources from which they are derived.
(ii) No
action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or the Sponsor, or the property of any of them is pending or, to the knowledge of the Company, threatened that (i) would reasonably
be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions
contemplated hereby by the Company or
(jj)
The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.
(kk)
Marcum LLP, who has certified certain financial statements of the Company and delivered its report with respect to the audited
financial statements and schedules included in the Registration Statement, Statutory Prospectus and the Prospectus, is a registered public
accounting firm that is independent with respect to the Company within the meaning of the Act and the Exchange Act and the applicable
published rules and regulations thereunder.
(ll)
The Company maintains effective “disclosure controls and procedures” (as defined under Rule 13a-15(e) under the Exchange
Act to the extent required by such rule).
(mm) Solely
to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission
thereunder (the “Sarbanes-Oxley Act”) have been applicable to the Company, there is and has been no failure on
the part of the Company to comply in all material respects with the applicable provisions of the Sarbanes-Oxley Act.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(nn)
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 applicable requirements of the Nasdaq Marketplace Rules. Further, there is and has been no failure on
the part of the Company or, to the knowledge of the Company, any of the Company’s officers or directors, in their capacities as
such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in compliance with, the
phase-in requirements and all other applicable provisions of Nasdaq corporate governance requirements set forth in the Nasdaq Marketplace
Rules.
(oo)
There are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal
law or the laws of any state, or any political subdivision thereof, or under the laws of any non-U.S. jurisdiction, required to be paid
in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities.
(pp)
The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has obtained
extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof
and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of
the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and
for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not
be reasonably expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Statutory
Prospectus and the Prospectus (exclusive of any supplement thereto).
(qq)
The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or
foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating
to the revocation or modification of any such license, certificate, authorization or permit that, singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Statutory
Prospectus and the Prospectus (exclusive of any supplement thereto).
(rr) None
of the Company, the Sponsor or any director or officer, or to the knowledge of the Company, any director nominee, agent, employee,
affiliate or other person associated with or acting on behalf of the Company or the Sponsor; (i) has used any funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made any direct or indirect
unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office;
(iii) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) is aware of or has
taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of
Foreign Public Officials in International Business Transactions (“OECD Convention”), the Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or any
similar law or regulation to which the Company, any director, director nominee, officer, agent, employee, affiliate or other person
associated with or acting on behalf of the Company or the Sponsor is subject. The Company, the Sponsor and its directors or
officers, and, to the knowledge of the Company, the Company’s director nominees, agents, employees and affiliates have each
conducted the business of the Company and their own businesses on behalf of the Company in compliance with the FCPA and any
applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are
reasonably expected to continue to ensure, continued compliance therewith.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(ss)
The operations of the Company and the Sponsor are and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of jurisdictions where the Company or the Sponsor
conducts business, the applicable rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit
or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the Sponsor
with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(tt)
None of the Company, the Sponsor or any director or, officer, or, to the knowledge of the Company, any director nominee, agent
or affiliate of the Company is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”) or any similar sanctions imposed by any other body, governmental or other, to which any of such
persons is subject (collectively, “other economic sanctions”); and neither the Company not the Sponsor will directly
or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any sanctions
administered by OFAC or other economic sanctions.
(uu) Except
as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material
lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of
the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of any of the
Underwriters.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(vv)
All information contained in the questionnaires (the “Questionnaires”) completed by the Sponsor and, to the
knowledge of the Company, the Company’s officers, directors and director nominees and provided to the Underwriters as an exhibit
to his or her Insider Letter, is true and correct in all material respects 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 in any material respect.
(ww)
Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company
has not identified any acquisition target and has not, nor, to its knowledge, has anyone on its behalf, initiated contact with any prospective
acquisition target or had any substantive discussions, formal or otherwise, with respect to a possible initial Business Combination, or
undertaken, or engaged or retained any agent or other representative to undertake, any research, diligence, evaluations or similar activities
to identify, locate or contact any suitable acquisition candidate.
(xx)
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments,
arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting,
origination or similar fee by the Company 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 the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(yy)
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct
or indirect payments (in cash, securities or any other type of “underwriting compensation” as defined in Rule 5110(j)(22)
of FINRA’s Conduct Rules and Supplementary Material .01 thereunder); (i) to any person, as a finder’s fee, consulting
fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or
provided capital to the Company; (ii) to any person that, to the Company’s knowledge, has been accepted by FINRA as a member of
FINRA (a “Member”); or (iii) to any person or entity that, to the Company’s knowledge, has any direct or indirect
affiliation or association with any Member, within the twelve months prior to the Effective Date, other than payments to the Underwriters
pursuant to this Agreement.
(zz)
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period beginning 180
days prior to the initial filing of the Registration Statement and ending on the Effective Date, no Member and/or any person associated
or affiliated with a Member has provided any investment banking, and/or broker dealer services to the Company. No Participating Member
(as defined in FINRA Rule 5110(j)(15)) in the Offering has received any underwriting compensation in connection with a public offering
that has not been completed according to the terms of an agreement entered into by the Company and a Participating Member in the Offering.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(aaa)
Except as disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge, no officer,
director, director nominee or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered,
regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”)
is a Member or a person associated or affiliated with a Member.
(bbb)
Except as disclosed in the FINRA Questionnaires provided to the Representatives, to the Company’s knowledge, no Company Affiliate
is an owner of shares or other securities of any Member (other than securities purchased on the open market).
(ccc)
To the Company’s knowledge, no Company Affiliate has made a subordinated loan to any Member.
(ddd)
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no proceeds from the sale of the
Underwritten Securities (excluding underwriting compensation as disclosed in the Registration Statement, Statutory Prospectus and the
Prospectus) will be paid by the Company to any Member, or any persons associated or affiliated with a Member.
(eee)
The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a
potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period
prior to the initial filing date of the Registration Statement.
(fff)
Except for the issuance of securities to the Sponsor, no person to whom securities of the Company have been privately issued within
the 180-day period prior to the initial filing date of the Registration Statement has, to the Company’s knowledge, any relationship
or affiliation or association with any Member.
(ggg)
To the Company’s knowledge, no Member intending to participate in the Offering has a conflict of interest with the Company.
For this purpose, a “conflict of interest” means, if at the time of the Member’s participation in the Offering, any
of the following applies: (A) the securities are to be issued by the Member; (B) the Company controls, is controlled by or is under common
control with the Member or the Member’s associated persons; (C) at least 5% of the net offering proceeds, not including underwriting
compensation, are intended to be: (i) used to reduce or retire the balance of a loan or credit facility extended by the Member, its affiliates
and its associated persons, in the aggregate; or (ii) otherwise directed to the Member, its affiliates and associated persons, in the
aggregate; or (D) as a result of the Offering and any transactions contemplated at the time of the Offering: (i) the Member will be an
affiliate of the Company; (ii) the Member will become publicly owned; or (iii) the Company will become a Member or form a broker-dealer
subsidiary.
(hhh) 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.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(iii)
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
entity.
(jjj)
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, Statutory
Prospectus or the Prospectus that is not described as required. There are no outstanding loans, advances (except normal advances for business
expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers,
directors or director nominees of the Company or any of their respective family members, except as disclosed in the Registration Statement,
Statutory Prospectus and the Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed
an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
(kkk)
The Company has not offered, or caused the Underwriters to offer, the Securities to any person or entity with the intention of
unlawfully influencing: (i) 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 (ii) a journalist or publication to write or publish favorable information
about the Company or any such affiliate.
(lll)
Upon delivery and payment for the Units on the Closing Date and each Settlement Date and the filing of the Form 8-K, 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.
(mmm)
From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first
date on which the Company engaged, directly or through any Person authorized to act on its behalf, in any Testing-the-Waters Communication)
through the Execution Time, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act
(an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication
with potential investors undertaken in reliance on Section 5(d) of the Act.
(nnn)
The Company (i) 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 (ii) has not authorized anyone other than
the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives 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 listed on Schedule III hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters
Communication that is a written communication within the meaning of Rule 405 under the Act.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(ooo)
As of the time of filing of the Registration Statement, the Company was a “smaller reporting company,” as defined in
Rule 12b-2 under the Exchange Act.
(ppp)
Neither the Company nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Cayman
Islands.
(qqq)
Under current laws and regulations of the Cayman Islands and any political subdivision thereof, all dividends and other distributions
declared and payable on the Securities may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars
that may be converted into foreign currency and freely transferred out of the Cayman Islands and all such payments made to holders thereof
or therein who are non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations
of the Cayman Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any
other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and
without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority
thereof or therein.
(rrr) The
Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively,
“IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with
the operation of the business of the Company as currently conducted, and are not known by the Company to contain any material bugs,
errors, defects, Trojan horses, time bombs, malware and other similar corruptants. The Company has implemented and maintained
commercially reasonable controls, policies, procedures and safeguards to protect their material confidential information and all
other personal, personally-identifiable, sensitive or regulated data or information in their possession or under their control
(collectively “Data”) from unauthorized access, use, misappropriation, disclosure, modification, encryption or
destruction, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. The Company is unaware
of any security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”),
except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there
have been no suspected Incidents that are currently under internal review or investigations. The Company is presently in compliance,
in all material respects, with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or
arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and
security of the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized access, use,
misappropriation, disclosure, modification, encryption or destruction.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
Any certificate signed by any officer of the Company
and delivered to the Representatives or counsel for the Underwriters in connection with the Offering shall be deemed a representation
and warranty by the Company, as to matters covered thereby, to each Underwriter.
2.
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the
Company, at a purchase price of $9.80 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter’s
name in Schedule I hereto.
(b)
Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby
grants an option to the several Underwriters to purchase, severally and not jointly, up to 1,950,000 Option Securities at the same purchase
price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments
in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before
the 45th day after the date of the Prospectus upon written notice by the 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.
(c)
In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of
Section 2(a) of this Agreement, and subject to Section 5(gg), the Company hereby agrees to pay to the Underwriters
a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred
Discount”). The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in
the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Class A Ordinary Shares included
in the Securities sold pursuant to this Agreement (the “Public Shareholders”), (i) the Underwriters will forfeit any
rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Deferred Discount
to the Public Shareholders on a pro rata basis.
3. Delivery
and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in
Section 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be
made at 9:00 a.m., New York City time, on [●], 2021, or at such time on such later date not more than three Business Days
after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the
Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the
Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and
to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option
Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the
Representatives shall otherwise instruct.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(a)
Payment for the Underwritten Securities shall be made as follows: $127,400,000 of the net proceeds for the Underwritten Securities
(including $4,550,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along
with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number
of Units sold and $10.20 as set forth on the cover of the Prospectus upon delivery to the Representatives of the Underwritten Securities
through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates
(in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of
the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives
may request in writing at least two Business Days prior to the Closing Date of such Option Securities. If delivery is not made through
the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at
least one Business Day prior to the Closing Date of such Option Securities. The Company shall not be obligated to sell or deliver the
Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities.
(b)
Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred
Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of
the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives
of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities
of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations
as the Representatives may request in writing at least two Business Days prior to the Settlement Date. If delivery is not made through
the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least
one Business Day prior to the Settlement Date. The Company shall not be obligated to sell or deliver the Option Securities except upon
tender of payment by the Representatives for all the Option Securities.
If the option provided for in Section 2
hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the
expense of the Company) to BofA Securities, Inc., One Bryant Park, New York, New York 10036, and to Banco BTG Pactual S.A. –
Cayman Branch, 601 Lexington Avenue, 57th Floor, New York, New York 10022, 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 to the Trust Account as described
above in Section 3(b). If settlement for the Option
Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option
Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of,
supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the
Closing Date pursuant to Section 6 hereof.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
4.
Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the
public as set forth in the Prospectus (the “Offering”).
5.
Agreements. The Company agrees with the several Underwriters that:
(a) Prior
to the termination of the Offering, the Company will not file any amendment to the Registration Statement or supplement to the
Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and
will not file any such proposed amendment, supplement or Rule 462(b) Registration Statement to which you reasonably object. The
Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the
Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will
provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i)
when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or
when any Rule 462(b) Registration Statement or any Written Testing-the-Waters Communication shall have been filed with the
Commission, (ii) when, prior to termination of the Offering, any amendment to the Registration Statement shall have been filed or
become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, any Rule
462(b) Registration Statement or any Written Testing-the-Waters Communication or for any supplement to the Prospectus or for any
additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Written
Testing-the-Waters Communication, or of the institution of any proceedings for that purpose or pursuant to Section 8A of the Act and
(v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale
in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration
Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop
order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or
a new registration statement and using its best efforts to have such amendment or new registration statement declared or become
effective as soon as practicable.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(b)
If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event or development occurs as a result of
which the Statutory Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company
will
(c)
If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances
where such requirement may be satisfied pursuant to Rule 172), any event or development occurs as a result of which the Prospectus as
then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary
to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly
will (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject to the second sentence of paragraph
(a) of this Section 5, an amendment or supplement that will correct such statement or omission or effect
such compliance; and (iii) supply any supplemented Prospectus to you in such quantities as you may reasonably request.
(d)
As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings
statement or statements of the Company and its subsidiaries that will satisfy the provisions of Section 11(a) of the Act and Rule 158.
(e)
The Company will not make any offer relating to the Units 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.
(f)
The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration
Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and,
so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and any supplement thereto as the
Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to
the Offering.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(g)
The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions
as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities;
provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified
or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the
Securities, in any jurisdiction where it is not now so subject.
(h)
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, Class A
Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares or publicly
announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date
of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue
and sell the Option Securities upon the exercise of the option provided for in Section 2 hereof, (3) register with the Commission
pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities
covered thereby, and (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer or director
from the 180-day lock-up set forth in Section 3 of the Insider Letters.
(i)
The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be
expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
(j)
The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction
and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary
Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including
postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus,
the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection
with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates
for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities;
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(k)
For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination
or until such earlier time at which the Liquidation occurs, the Company will use its best efforts to maintain the registration of the
Class A Ordinary Shares (or such other security into which the Class A Ordinary Shares may be exchanged in connection with a Business
Combination) under the provisions of the Exchange Act, except after giving effect to a going private transaction after the completion
of a Business Combination. The Company will not deregister the Class A Ordinary Shares under the Exchange Act (except in connection with
an exchange of the Class A Ordinary Shares pursuant to a Business Combination or a going private transaction after the completion of a
Business Combination) without the prior written consent of the Representatives.
(l)
The Company shall, on the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the
Company as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds
of the Offering on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later
than four Business Days after the Closing Date, file a Current Report on Form 8-K with the Commission, which Report shall contain the
Company’s Audited Balance Sheet. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any
portion of the option provided for in Section 2 hereof, the Company shall promptly, but not later than four Business Days
after the receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s
sale of the Option Securities and its receipt of the proceeds therefrom, unless the receipt of such proceeds are reflected in the Current
Report on Form 8-K referenced in the immediately prior sentence.
(m) For
a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination or
until such earlier time at which the Liquidation occurs or the Class A Ordinary Shares and Warrants cease to be publicly traded, the
Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit)
the Company’s financial statements for each of the first three fiscal quarters prior to the announcement of quarterly
financial information, the filing of the Company’s Quarterly Reports on Form 10-Q and the mailing, if any, of quarterly
financial information to shareholders.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(n)
For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination
or until such earlier time at which the Liquidation occurs, the Company 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,
to the extent such information or documents are not otherwise publicly available, upon written request from the Representatives, 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
(o)
For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination
or until such earlier time at which the Liquidation occurs or the Class A Ordinary Shares and Warrants cease to be publicly traded, the
Company shall retain a transfer and warrant agent.
(p)
The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s
officers or directors unless it, or a committee of independent and disinterested directors, obtains an opinion from an independent investment
banking firm which is a member of FINRA, or from an independent accounting firm, that such Business Combination is fair to the Company
from a financial point of view. The Company may pay the Sponsor or any of the Company’s officers or directors, or any entity with
which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and
completing the Business Combination; provided, however, that no such payment shall be made from the proceeds of the Offering
deposited in the Trust Account prior to the consummation of the Business Combination or the proceeds of any securities transaction related
to the Offering.
(q)
The Company will apply the net proceeds from the Offering and the sale of the Private Placement Warrants received by it in a manner
consistent in all material respects with the applications described under the caption “Use of Proceeds” in the Statutory Prospectus
and the Prospectus.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(r)
For a period of 60 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation
or association) will provide any investment banking, financial, advisory and/or consulting services to the Company, provided that such
services are relevant to the underwriting terms and arrangements of the Offering, the Company agrees that it shall promptly provide the
Representatives and their counsel a notification prior to entering into the agreement or transaction relating to the provision of such
services: (i) the identity of the person or entity providing any such services; (ii) complete details of all such services and copies
of all agreements governing such services prior to entering into the agreement or transaction; and (iii) justification as to why the
value received by any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that
proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable,
which the Company may file in connection with the Business Combination for purposes of offering redemption of shares held by its shareholders
or for soliciting shareholder approval, as applicable.
(s)
The Company shall advise FINRA, the Representatives and their counsel if it is aware that any 10% or greater shareholder of the
Company becomes an affiliate or associated person of a Member participating in the distribution of the Securities.
(t)
The Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants to be held in the Trust Account
to be invested only in United States government treasury bills with a maturity of 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 Statutory Prospectus
and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company
Act. Furthermore, once the Company consummates a Business Combination, it will not be required to register as an investment company under
the Investment Company Act.
(u) 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, if any, earned on the funds held in the Trust
Account, the amounts necessary to pay income tax obligations. 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 any taxes payable)) will remain in the Trust
Account until the earlier of (A) the completion of the Company’s initial Business Combination, (B) the redemption of Class A
Ordinary Shares tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and
Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of Ordinary Shares
held by Public Shareholders if the Company does not complete the Business Combination within 18 months of the Closing Date (or up to
21 months, if the Company extends the time to complete a business combination as described in the Statutory Prospectus and
Prospectus) or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination
activity, or (C) the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income
may be released to the Company if the proceeds of the Offering held outside of the Trust Account are not sufficient to cover the
costs and expenses associated with implementing the Company’s plan of dissolution.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(v)
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, and the Private Placement Warrants outstanding from time to time and the conversion of the Founder Shares.
(w)
Prior to the consummation of a Business Combination or the Liquidation, the Company shall not issue (other than in replacement
for lost, stolen or mutilated certificates) any Class A Ordinary Shares, Warrants or any options or other securities convertible into
Class A Ordinary Shares, or any preferred shares of preferred stock, in each case, that participate in any manner in the Trust Account
or that vote as a class with the Class A Ordinary Shares on a Business Combination.
(x)
Prior to the earlier of the consummation of an initial Business Combination and 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.
(y)
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.
(z)
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.
(aa)
The Company will use commercially reasonable efforts to effect and maintain the listing of the Units, Class A Ordinary Shares and
Warrants on Nasdaq (or another national securities exchange) prior to the consummation of the Business Combination.
(bb)
As soon as legally required to do so, the Company and its directors and officers, in their capacities as such, shall take all actions
necessary to comply with any applicable provisions of the Sarbanes-Oxley Act, including Section 402 related to loans and Sections 302
and 906 related to certifications, and to comply with the Nasdaq Marketplace Rules.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(cc)
The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of
its Amended and Restated Memorandum and Articles of Association, as the same may be amended.
(dd)
The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses,
lenders or other entities with which it does business enter into an agreement waiving any right, title, interest or claim of any kind
in or to any monies held in the Trust Account for the benefit of the Public Shareholders. The Company may forego obtaining such waivers
only if the Company shall have received the approval of its Chief Executive Officer.
(ee)
The Company may consummate the initial Business Combination and conduct redemptions of Class A Ordinary Shares for cash upon consummation
of such Business Combination without a shareholder 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 shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to
redeem the Class A Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in
the Trust Account as of two Business Days prior to the consummation of the initial Business Combination, representing (x) the proceeds
held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest income earned on the
funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (B) the total number of Class
A Ordinary Shares 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 shareholder vote is required by law or stock exchange listing requirement in
connection with the initial Business Combination or the Company decides to hold a shareholder vote for business or other legal reasons,
the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination
Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, officers and directors have agreed to vote
all of their Founder Shares and any other Class A Ordinary Shares purchased during or after the Offering in favor of the Company’s
initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to
each Public Shareholder holding Class A Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation
pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I)
the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the initial Business Combination,
representing (1) the proceeds held in the Trust Account from the Offering and certain of the proceeds from the sale of the Private Placement
Warrants and (2) any interest income earned on the funds held in the Trust Account not previously released to the Company to pay income
taxes, divided by (II) the total amount of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business
Combination, the Company may proceed with such Business Combination only if a majority of the outstanding Class A Ordinary Shares and
Founders Shares, voted as a single class by the shareholders at a duly held shareholders’ meeting are voted to approve such Business
Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the
Redemption Price, from those Public Shareholders who affirmatively requested such redemption. Only Public Shareholders holding Class
A Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related
to such Business Combination and the Amended and Restated Memorandum and Articles of Association of the Company, shall be entitled to
receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions
with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does
not effect a Business Combination within 18 months of the Closing Date (or up to 21 months, if the Company extends the time to complete
a business combination as described in the Statutory Prospectus and 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 not previously released to the Company to pay income taxes, and less up to $100,000 of interest to pay dissolution expenses),
divided by the amount of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights
as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(ff) In
the event that the Company desires or is required by an applicable law or regulation to cause an announcement (“Business
Combination Announcement”) to be placed in The Wall Street Journal, The New York Times or any other news or media
publication or outlet or to be made via a public filing with the Commission announcing the consummation of the Business Combination
that indicates that the Underwriters were the underwriters in the Offering, the Company shall supply the 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.
(gg)
Subject to the provisions of this paragraph, upon the consummation of the initial Business Combination, the Company and the Representatives
will jointly direct the Trustee to pay the Representatives, on behalf of the Underwriters, the Deferred Discount out of the proceeds of
the Offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds
held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within
18 months of the Closing Date (or up to 21 months, if the Company extends the time to complete a business combination as described in
the Statutory Prospectus and 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 Shareholders. In connection with any such
Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount.
(hh)
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, or would be required to qualify to do business in any jurisdiction where
it is now not so qualified. Until the earliest of (i) the date on which all Underwriters shall have ceased to engage in market-making
activities in respect of the Securities, (ii) the date on which the Securities are listed on Nasdaq (or any successor thereto), (iii)
a going private transaction after the completion of a Business Combination, and (iv) the date of the liquidation of the Company, in each
jurisdiction where such qualification shall be effected, the Company will, unless the 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.
(ii)
If at any time following the distribution of any Written Testing-the-Waters Communication, there occurred or occurs an event or
development as a result of which such Written Testing-the-Waters Communication included or would include any untrue statement of a material
fact or omitted or would omit to state any material fact necessary to make the statements therein in light of the circumstances under
which they were made at such time, not misleading, the Company will promptly (i) notify the Representatives so that use of the Written
Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement, at its own expense, such Written
Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and (iii)
supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(jj)
The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior
to the later of (i) completion of the distribution of the Securities within the meaning of the Act and (ii) completion of the 180-day
restricted period referred to in Section 5(h) hereof.
(kk)
Upon the earlier to occur of the expiration or termination of the Underwriters’ over-allotment option, the Company shall
cancel or otherwise effect the forfeiture of Founder Shares from the Sponsor, in an aggregate amount equal to the number of Founder Shares
determined by multiplying (a) 487,500 by (b) a fraction, (i) the numerator of which is 1,950,000 minus the number of Class A Ordinary
Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,950,000.
For the avoidance of doubt, if the Underwriters exercise their overallotment option in full, the Company shall not cancel or otherwise
effect the forfeiture of the Founder Shares pursuant to this subsection.
6.
Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities
and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the
Company contained herein as of the Execution Time, the Closing Date and any Settlement Date pursuant to Section 3 hereof,
to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:
(a)
The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and
no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and
no proceedings for that purpose shall have been instituted or threatened.
(b)
The Company shall have requested and caused (i) Shearman & Sterling LLP, counsel for the Company, and (ii) Maples and Calder
(Dubai) LLP, Cayman Islands counsel for the Company, to have furnished to the Representatives their opinions dated the Closing Date and
any Settlement Date, as applicable, and addressed to the Representatives, in a form reasonably acceptable to the Representatives.
(c)
The Representatives shall have received from Davis Polk & Wardwell LLP, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date and any Settlement Date, as applicable, and addressed to the Representatives, with respect to the issuance and
sale of the Securities, the Registration Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and
other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents
as they request for the purpose of enabling them to pass upon such matters.
(d) The
Company shall have furnished to the Representatives a certificate of the Company, signed by the Chief Executive Officer and the
principal financial or accounting officer of the Company, dated the Closing Date, and any Settlement Date, as applicable, 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:
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(i)
the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the
same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing Date;
(ii)
no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and
no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii)
since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any
supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus and
the Prospectus (exclusive of any supplement thereto).
(e)
The Company shall have requested and caused Marcum LLP to have furnished to the Representatives, at the Execution Time and at the
Closing Date and any Settlement Date, as applicable, letters, dated respectively as of the Execution Time and as of the Closing Date and
any Settlement Date, as applicable, in form and substance satisfactory to the Representatives, confirming that they are a registered public
accounting firm that is independent with respect to the Company within the meaning of the Act and the Exchange Act and the applicable
rules and regulations adopted by the Commission thereunder and that they have performed a review of the audited financial statements of
the Company for the period from May 20, 2021 (date of inception) through September 30, 2021, provided that the cutoff date shall
not be more than two Business Days prior to such Execution Time or Closing Date, as applicable, and stating in effect that:
(i)
in their opinion the audited financial statements and financial statement schedules included in the Registration Statement, the
Statutory Prospectus and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting
requirements of the Act and the related rules and regulations adopted by the Commission; and
(ii)
they have performed certain other specified procedures as a result of which they determined that certain information of an accounting,
financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting
records of the Company) set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, including the information
set forth under the captions “Dilution” and “Capitalization” in the Statutory Prospectus and the Prospectus,
agrees with the accounting records of the Company, excluding any questions of legal interpretation.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
References to the Prospectus in this paragraph
(e) include any supplement thereto at the date of the letter.
(f)
Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive
of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been
(i) any change or decrease specified in the letter or letters referred to in paragraph
(f) of this Section 6 or (ii) any change, or any development
involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations, condition
(financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which,
in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material
and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the
Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement
thereto).
(g)
Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents
as the Representatives may reasonably request.
(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)
The Securities shall be duly listed subject to notice of issuance on Nasdaq, satisfactory evidence of which shall have been provided
to the Representatives.
(j)
On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Trust Agreement, the Warrant
Agreement, the Securities Purchase Agreement, the Warrants Purchase Agreement, the Insider Letters, the Forward Purchase Agreement and
the Registration Rights Agreement.
(k)
At least one Business Day prior to the Closing Date, the Company shall have caused the sale of the Private Placement Warrants to
be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing Date or Settlement
Date shall equal the product of the number of Units issued in the Offering as of such Closing Date or Settlement Date and the public offering
price per Unit as set forth on the cover of the Prospectus.
(l)
No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representatives pursuant to Section
5(hh) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have
been threatened.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
If any of the conditions specified in this Section
6 shall not have been fulfilled when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the
Company in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this
Section 6 shall be delivered at the office of Davis Polk &
Wardwell LLP, counsel for the Underwriters, at 450 Lexington Avenue, New York, New York 10017, Attention: Maurice Blanco, Esq., unless
otherwise indicated herein, on the Closing Date.
7.
Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination
pursuant to Section 10 hereof (other than clauses (ii), (iii) or (vi) thereof)
or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision
hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the
Representatives on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of the Securities.
8. Indemnification
and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and
agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and
each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of
the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the
Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in
any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each
such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, it being
understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last
sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may
otherwise have.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(b)
Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information
relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for
inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that
any Underwriter may otherwise have. The Company acknowledges that the following information set forth under the heading “Underwriting”
in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitutes the only information furnished in writing by or
on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity: (x) the list of Underwriters
and their respective roles and participation in the sale of the Securities[, and (y) the [●] paragraph related to stabilization,
syndicate covering transactions and penalty bids].
(c) Promptly
after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8,
notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will
not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of
such action and such failure results in the forfeiture by the indemnifying party of material rights and defenses and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for
which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however,
that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint
counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a
conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party
and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to
it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a
reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party
to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written
consent of the indemnified parties (which consent shall not be unreasonably withheld, delayed or conditioned), settle or compromise
or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless (i) such settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request
prior to the date of such settlement.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(d) In
the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to
hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or
defending the same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be
subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the
Underwriters on the other from the Offering. If the allocation provided by the immediately preceding sentence is unavailable for any
reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with
the statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the total net proceeds from the Offering (before deducting expenses) received by it,
and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each
case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things,
whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and
the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any
other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), in no event shall an Underwriter be required to contribute any amount in excess of
the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the Offering
exceeds the amount of any damages that such Underwriter has otherwise been required to pay hereunder. 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 as provided in this Section 8(d) are
several in proportion to their respective underwriting obligations and not joint. For purposes of this Section 8, each
person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d).
(e)
In any proceeding relating to the Registration Statement, the Preliminary Prospectus, the Statutory Prospectus, any Written Testing-
the-Waters Communication, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under
this Section 8 hereby consents to the exclusive jurisdiction of (i)
the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan and (ii)
the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified
Courts”), agrees that process issuing from such courts may be served upon it by any other contributing party and consents to
the service of such process and agrees that any other contributing party may join it as an additional defendant in any such proceeding
in which such other contributing party is a party.
(f) Any
losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under
this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages,
liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any Underwriter, its directors or officers or any person controlling any
Underwriter, the Company, its directors or officers or any persons controlling the Company, (ii) acceptance of any Securities and
payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any Underwriter, its directors or officers
or any person controlling any Underwriter, or to the Company, its directors or officers, or any person controlling the Company,
shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 8.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
9.
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed
to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance
of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the
respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount
of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters
agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Underwritten Securities, the remaining Underwriters
shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If within one Business
Day after such default relating to more than 10% of the Underwritten Securities the remaining Underwriters do not arrange for the purchase
of such Underwritten Securities, then the Company shall be entitled to a further period of one Business Day within which to procure another
party or parties reasonably satisfactory to you to purchase said Underwritten Securities. In the event that neither the remaining Underwriters
nor the Company purchase or arrange for the purchase of all of the Underwritten Securities to which a default relates as provided in this
Section 9, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event
of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not
exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement
and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting
Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
10. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the
Company’s Units, Class A Ordinary Shares or Warrants shall have been suspended by the Commission, or trading in securities
generally on the New York Stock Exchange or the Nasdaq Capital Market shall have been suspended or limited or minimum prices shall
have been established on such exchange or trading market, (ii) a banking moratorium shall have been declared either by Federal or
New York State authorities, (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United
States of a national emergency or war, or other national or international calamity or crisis (including, without limitation, an act
of terrorism) or change in economic or political conditions the effect of which on financial markets is such as to make it, in the
sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Statutory Prospectus or the Prospectus (exclusive of any supplement thereto), (iv) since the respective dates as
of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus, any material adverse
change or any development involving a prospective material adverse change in or affecting the earnings, business, management,
properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in
the ordinary course of business, (v) the enactment, publication, decree or other promulgation of any statute, regulation, rule or
order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and
adversely affect the business or operations of the Company, or (vi) the taking of any action by any governmental body or agency in
respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the
United States.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
11.
Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors,
employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the
Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this
Agreement.
12.
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives,
will be mailed, delivered or telefaxed to:
(a)
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Attention: Syndicate Department
Fax: (646) 855-3073
with a copy to:
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Attention: ECM Legal
Fax: (212) 230-8730
and
(b)
Banco BTG Pactual S.A. – Cayman Branch
601 Lexington Avenue, 57th Floor
New York, New York 10022
Attention: Legal Department
Fax: (212) 293-4609
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
or, if sent to the Company, will be mailed, delivered to:
LatAmGrowth SPAC
590 Madison Avenue
34th Floor
New York, New York 10022
Attention: Gerard Cremoux, Chief Executive Officer
with a copy to the Company’s counsel at:
Shearman & Sterling LLP
Bank of America Tower
800 Capitol Street, Suite 2200
Houston, Texas 77002
Attention: William B. Nelson, Esq.
13.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors
and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person
will have any right or obligation hereunder.
14.
No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase
and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one
hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b)
the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c)
the Company’s engagement of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent
contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments
in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related
or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect,
or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
15.
Recognition of the U.S. Special Resolution Regimes. (a) In the event
that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from
such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as
the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
(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.
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.
17.
Applicable Law; Submission to Jurisdiction. This Agreement will be governed by and construed in accordance with the laws
of the State of New York applicable to contracts made and to be performed within the State of New York. The Company hereby submits to
the exclusive jurisdiction of the Specified Courts in any suit or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding
in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive
and binding upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment.
The Company irrevocably appoints its New York office as set forth in Section 12 above as its authorized agent in the Borough of Manhattan
in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such
authorized agent, and written notice of such service to the Company by the person serving the same to the address provided in Section
12, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company hereby
represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service
of process.
18. Judgment
Currency. The Company agrees to indemnify each Underwriter, its directors, officers, affiliates and each person, if any, who
controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss
incurred by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment
or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any
variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the
purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars
with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall continue in full
force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any
premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
19.
Waiver of Immunity. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from
jurisdiction of any court of (i) the Cayman Islands, the United States, or any political subdivision thereof, (ii) the United States or
the State of New York, (iii) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves
or their respective property and assets or this Agreement, the Company hereby irrevocably waives such immunity in respect of its obligations
under this Agreement to the fullest extent permitted by applicable law.
20.
Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
21.
Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all
of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including
any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures
and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be
deemed to have been duly and validly delivered and be valid and effective for all purposes.
22.
Headings. The section headings used herein are for convenience only and shall not affect the construction hereof
23.
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.
“Act” shall mean the Securities
Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Applicable Time” shall mean
[●] p.m. (New York time) on the date of this Agreement.
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
[●], 2021
|
“Business Day” shall mean any
day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated
by law to close in New York City.
“Commission” shall mean the
Securities and Exchange Commission.
“Effective Date” shall mean
each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration
Statement became or becomes effective.
“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall mean
the date and time that this Agreement is executed and delivered by the parties hereto.
“Free Writing Prospectus” shall
mean a free writing prospectus, as defined in Rule 405.
“Liquidation” shall mean the
distributions of the Trust Account to the Public Shareholders in connection with the redemption of Class A Ordinary Shares held by the
Public Shareholders pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association, as amended,
if the Company fails to consummate a Business Combination.
“Preliminary Prospectus” shall
mean any preliminary prospectus referred to in paragraph 1(a) above
and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information.
“Prospectus” shall mean the
prospectus relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time.
“Registration Statement” shall
mean the registration statements referred to in paragraph 1(a)
above, including exhibits and financial statements and any prospectus and prospectus supplement relating to the Securities that is filed
with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430A, as amended at the Execution
Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing
Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be.
“Rule 158”, “Rule 172”,
“Rule 405”, “Rule 419”, “Rule 424”, “Rule 430A”, “Rule
433” and “Rule 462” refer to such rules under the Act.
“Rule 430A Information” shall
mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when
it becomes effective pursuant to Rule 430A.
“Rule 462(b) Registration Statement”
shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration
statement referred to in Section 1(a) hereof.
“Statutory Prospectus” shall
mean (i) the Preliminary Prospectus dated [●], 2021, relating to the Securities and (ii) the Time of Delivery Information, if any,
set forth on Schedule II hereto.
[Remainder of Page Intentionally Left Blank]
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Company
and the several Underwriters in accordance with its terms.
|
|
Very truly yours,
|
|
|
|
|
|
LatAmGrowth SPAC
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
[Signature Page to Underwriting
Agreement]
|
|
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.
|
|
|
|
|
|
BofA Securities, Inc.
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
[Signature Page to Underwriting
Agreement]
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
On behalf of each of the Underwriters
|
[Signature Page to Underwriting
Agreement]
SCHEDULE I
|
Underwriters
|
|
Number of
Underwritten
Securities to be
Purchased
|
|
|
BofA Securities, Inc.
|
|
|
[
|
]
|
|
Banco BTG Pactual S.A. – Cayman Branch
|
|
|
[
|
]
|
|
Total
|
|
|
13,000,000
|
|
SCHEDULE II
TIME OF DELIVERY INFORMATION
LatAmGrowth SPAC priced 13,000,000 units at $10.00
per unit plus an additional 1,950,000 units if the underwriters exercise their over-allotment option in full.
The units will be issued pursuant to an effective
registration statement that has been previously filed with the Securities and Exchange Commission.
This communication shall not constitute an offer
to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or
jurisdiction.
Copies of the prospectus related to this offering
may be obtained from:
BofA Securities, Inc.
Attn: Prospectus Department
NC1-004-03-43
200 North College Street, Third Floor
Charlotte, North Carolina 28255
email: dg.prospectus_requests@baml.com;
or
Banco BTG Pactual S.A. – Cayman Branch
601 Lexington Avenue, 57th Floor
New York, New York 10022
Attention: Prospectus Department
email: OL-BTGPactual-ProspectusDepartment@btgpactual.com
SCHEDULE III
SCHEDULE OF WRITTEN
TESTING-THE-WATERS COMMUNICATIONS
Reference is made to the materials used in the testing the waters presentation
made to potential investors by the Company, to the extent such materials are deemed to be a “written communication”
within the meaning of Rule 405 under the Securities Act.
Exhibit 3.1
THE COMPANIES ACT (AS
REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
LATAMGROWTH SPAC
|
|
Auth Code: C41624331716
|
|
|
www.verify.gov.ky
|
THE COMPANIES ACT (AS
REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
LATAMGROWTH SPAC
|
|
1
|
The name of the Company is LatAmGrowth SPAC.
|
|
|
2
|
The Registered Office of the Company shall be at the offices of Maples Corporate
Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as
the Directors may decide.
|
|
|
3
|
The objects for which the Company is established are unrestricted and the Company
shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
|
|
|
4
|
The liability of each Member is limited to the amount unpaid on such Member's shares.
|
|
|
5
|
The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary
shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference
shares of a par value of US$0.0001 each.
|
|
|
6
|
The Company has power to register by way of continuation as a body corporate limited
by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
|
|
|
7
|
Capitalised terms that are not defined in this Memorandum of Association bear the
respective meanings given to them in the Articles of Association of the Company.
|
|
|
Auth Code: C41624331716
|
|
|
www.verify.gov.ky
|
WE, the subscriber to this Memorandum of Association, wish
to form a company pursuant to this Memorandum of Association, and we agree to take the number of shares shown opposite our name.
Dated this 20th day of May 2021.
|
Signature and Address of Subscriber
|
Number of Shares Taken
|
|
Maples Corporate Services Limited
|
One Class B ordinary share
|
of PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
acting by:
|
/s/ Verdilee Brown
|
|
|
Verdilee Brown
|
|
|
/s/ Jessica Bent
|
|
|
Jessica Bent
|
|
Witness to the above signature
|
|
Auth Code: C41624331716
|
|
|
www.verify.gov.ky
|
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
LATAMGROWTH SPAC
|
|
1.1
|
In the Articles Table A in the First Schedule to the Statute does not apply and,
unless there is something in the subject or context inconsistent therewith:
|
|
|
"Articles"
|
means these articles of association of the Company.
|
|
|
"Auditor"
|
means the person for the time being performing the duties of auditor of the Company (if any).
|
|
|
"Business
Combination"
|
means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation
or similar business combination involving the Company, with one or more businesses or entities (the"target business"),
which Business Combination: (a) must occur with one or more target businesses that together have an aggregate fair market value of
at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on
the income earned on the Trust Account) at the time of the agreement to enter into such Business Combination; and (b) must not be
effectuated with another blank cheque company or a similar company with nominal operations.
|
|
|
"Class A Share"
|
means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
|
|
|
"Class B Share"
|
means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
|
|
|
"Company"
|
means the above named company.
|
|
|
"Directors"
|
means the directors for the time being of the Company.
|
|
|
Auth Code: A55759472834
|
|
|
www.verify.gov.ky
|
|
|
"Dividend"
|
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
|
|
|
"Electronic Record"
|
has the same meaning as in the Electronic Transactions Act.
|
|
|
"Electronic
Transactions Act"
|
means the Electronic Transactions Act (As Revised) of the Cayman Islands.
|
|
|
"Equity-linked
Securities"
|
means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing
transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
|
|
|
"IPO"
|
means the Company's initial public offering of securities.
|
|
|
"Member"
|
has the same meaning as in the Statute.
|
|
|
"Memorandum"
|
means the memorandum of association of the Company.
|
|
|
"Ordinary Resolution"
|
means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed,
by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard
shall be had to the number of votes to which each Member is entitled by the Articles.
|
|
|
"Preference Share"
|
means a preference share of a par value of US$0.0001 in the share capital of the Company.
|
|
|
"Register of Members"
|
means the register of Members maintained in accordance with the Statute and includes
(except where otherwise stated) any branch or duplicate register of Members.
|
|
|
"Registered Office"
|
means the registered office for the time being of the Company.
|
|
|
"Seal"
|
means the common seal of the Company and includes every duplicate seal.
|
|
|
"Share"
|
means a Class A Share, a Class B Share or a Preference Share and includes a fraction
of a share in the Company.
|
|
|
"Special Resolution"
|
has the same meaning as in the Statute, and includes a unanimous written resolution.
|
|
|
Auth Code: A55759472834
|
|
|
www.verify.gov.ky
|
|
|
"Statute"
|
means the Companies Act (As Revised) of the Cayman Islands.
|
|
|
"Subscriber"
|
means the subscriber to the Memorandum.
|
|
|
"Treasury Share"
|
means a Share held in the name of the Company as a treasury share in accordance with the Statute.
|
|
|
"Trust Account"
|
means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds
of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of
the IPO, will be deposited.
|
|
|
(a)
|
words importing the singular number
include the plural number and vice versa;
|
|
|
(b)
|
words importing the masculine gender
include the feminine gender;
|
|
|
(c)
|
words importing persons include corporations
as well as any other legal or natural person;
|
|
|
(d)
|
"written"
and "in writing" include all modes of representing or reproducing words in visible
form, including in the form of an Electronic Record;
|
|
|
(e)
|
"shall" shall be construed
as imperative and "may" shall be construed as permissive;
|
|
|
(f)
|
references to provisions
of any law or regulation shall be construed as references to those provisions as amended,
modified, re-enacted or replaced;
|
|
|
(g)
|
any phrase introduced
by the terms "including", "include", "in particular" or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words preceding those terms;
|
|
|
(h)
|
the term "and/or"
is used herein to mean both "and" as well as "or." The use of "and/or"
in certain contexts in no respects qualifies or modifies the use of the terms "and"
or "or" in others. The term "or" shall not be interpreted to be exclusive
and the term "and" shall not be interpreted to require the conjunctive (in each
case, unless the context otherwise requires);
|
|
|
(i)
|
headings are inserted for reference
only and shall be ignored in construing the Articles;
|
|
|
(j)
|
any requirements
as to delivery under the Articles include delivery in the form of an Electronic Record;
|
|
|
Auth Code: A55759472834
|
|
|
www.verify.gov.ky
|
|
|
|
|
|
(k)
|
any requirements as to execution
or signature under the Articles including the execution of the Articles themselves
can be satisfied in the form of an electronic signature as defined in the Electronic Transactions
Act;
|
|
|
|
|
|
|
(l)
|
sections 8 and 19(3) of
the Electronic Transactions Act shall not apply;
|
|
|
|
|
|
|
(m)
|
the term "clear days"
in relation to the period of a notice means that period excluding the day when the notice is received
or deemed to be received and the day for which it is given or on which it is to take
effect; and
|
|
|
|
|
|
|
(n)
|
the term "holder"
in relation to a Share means a person whose name is entered in the Register of Members as the
holder of such Share.
|
|
|
|
|
|
2
|
Commencement
of Business
|
|
|
|
|
2.1
|
The business
of the Company may be commenced as soon after incorporation of the Company as the Directors
shall see fit.
|
|
|
|
|
2.2
|
The Directors
may pay, out of the capital or any other monies of the Company, all expenses incurred in
or about the formation and establishment of the Company, including the expenses of registration.
|
|
|
|
|
3
|
Issue of
Shares and other Securities
|
|
|
3.1
|
Subject to the provisions, if any, in the Memorandum (and to
any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares,
the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred,
deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise
and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles)
vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions
of a Share) to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion set out in the Articles.
|
|
|
3.2
|
The Company may
issue rights, options, warrants or convertible securities or securities of similar nature
conferring the right upon the holders thereof to subscribe for, purchase or receive any class
of Shares or other securities in the Company on such terms as the Directors may from time
to time determine.
|
|
|
3.3
|
The Company may
issue units of securities in the Company, which may be comprised of whole or fractional Shares,
rights, options, warrants or convertible securities or securities of similar nature conferring
the right upon the holders thereof to subscribe for, purchase or receive any class of Shares
or other securities in the Company, upon such terms as the Directors may from time to time
determine.
|
|
|
Auth Code: A55759472834
|
|
|
www.verify.gov.ky
|
|
3.4
|
The Company shall not issue
Shares to bearer.
|
|
|
|
|
4
|
Register of Members
|
|
|
|
|
4.1
|
The Company shall maintain
or cause to be maintained the Register of Members in accordance with the Statute.
|
|
|
|
|
4.2
|
The Directors may determine
that the Company shall maintain one or more branch registers of Members in accordance with
the Statute. The Directors may also determine which register of Members shall constitute
the principal register and which shall constitute the branch register or registers, and to vary such
determination from time to time.
|
|
|
|
|
5
|
Closing Register of Members or Fixing Record Date
|
|
|
|
|
|
5.1
|
For the purpose
of determining Members entitled to notice of, or to vote at any meeting of Members or any
adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution,
or in order to make a determination of Members for any other purpose, the Directors may provide
that the Register of Members shall be closed for transfers for a stated period which shall
not in any case exceed forty days.
|
|
|
5.2
|
In lieu of, or apart
from, closing the Register of Members, the Directors may fix in advance or arrears a date
as the record date for any such determination of Members entitled to notice of, or to vote
at any meeting of the Members or any adjournment thereof, or for the purpose of determining
the Members entitled to receive payment of any Dividend or other distribution, or in order
to make a determination of Members for any other purpose.
|
|
|
5.3
|
If the Register
of Members is not so closed and no record date is fixed for the determination of Members
entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive
payment of a Dividend or other distribution, the date on which notice of the meeting is sent
or the date on which the resolution of the Directors resolving to pay such Dividend or other
distribution is passed, as the case may be, shall be the record date for such determination
of Members. When a determination of Members entitled to vote at any meeting of Members has
been made as provided in this Article, such determination shall apply to any adjournment
thereof.
|
|
|
6
|
Certificates
for Shares
|
|
|
6.1
|
A Member shall only
be entitled to a share certificate if the Directors resolve that share certificates shall
be issued. Share certificates representing Shares, if any, shall be in such form as the Directors
may determine. Share certificates shall be signed by one or more Directors or other person
authorised by the Directors. The Directors may authorise certificates to be issued with the
authorised signature(s) affixed by mechanical process. All certificates for Shares shall
be consecutively numbered or otherwise identified and shall specify the Shares to which they
relate. All certificates surrendered to the Company for transfer shall be cancelled and subject
to the Articles no new certificate shall be issued until the former certificate representing
a like number of relevant Shares shall have been surrendered and cancelled.
|
|
|
Auth Code: A55759472834
|
|
|
www.verify.gov.ky
|
|
|
6.2
|
The Company shall
not be bound to issue more than one certificate for Shares held jointly by more than one
person and delivery of a certificate to one joint holder shall be a sufficient delivery to
all of them.
|
|
|
6.3
|
If a share certificate
is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence
and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating
evidence, as the Directors may prescribe, and (in the case of defacement or wearing out)
upon delivery of the old certificate.
|
|
|
6.4
|
Every share certificate
sent in accordance with the Articles will be sent at the risk of the Member or other person
entitled to the certificate. The Company will not be responsible for any share certificate
lost or delayed in the course of delivery.
|
|
|
7.1
|
Subject to Article
3.1, Shares are transferable subject to the approval of the Directors by resolution who may,
in their absolute discretion, decline to register any transfer of Shares without giving any
reason. If the Directors refuse to register a transfer they shall notify the transferee within
two months of such refusal.
|
|
|
7.2
|
The instrument of
transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor
(and if the Directors so require, signed by or on behalf of the transferee). The transferor
shall be deemed to remain the holder of a Share until the name of the transferee is entered
in the Register of Members.
|
|
|
8
|
Redemption,
Repurchase and Surrender of Shares
|
|
|
8.1
|
Subject to the provisions
of the Statute the Company may issue Shares that are to be redeemed or are liable to be redeemed
at the option of the Member or the Company. The redemption of such Shares shall be effected
in such manner and upon such other terms as the Company may, by Special Resolution, determine
before the issue of the Shares.
|
|
|
8.2
|
Subject to the provisions
of the Statute, the Company may purchase its own Shares (including any redeemable Shares)
in such manner and on such other terms as the Directors may agree with the relevant Member.
|
|
|
8.3
|
The Company may
make a payment in respect of the redemption or purchase of its own Shares in any manner permitted
by the Statute, including out of capital.
|
|
|
8.4
|
The Directors may accept the surrender
for no consideration of any fully paid Share.
|
|
|
9.1
|
The Directors may,
prior to the purchase, redemption or surrender of any Share, determine that such Share shall
be held as a Treasury Share.
|
|
|
Auth Code: A55759472834
|
|
|
www.verify.gov.ky
|
|
|
9.2
|
The Directors may
determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think
proper (including, without limitation, for nil consideration).
|
|
|
10
|
Variation
of Rights of Shares
|
|
|
10.1
|
If at any time
the share capital of the Company is divided into different classes of Shares, all or any
of the rights attached to any class (unless otherwise provided by the terms of issue of the
Shares of that class) may, whether or not the Company is being wound up, be varied without
the consent of the holders of the issued Shares of that class where such variation is considered
by the Directors not to have a material adverse effect upon such rights; otherwise, any such
variation shall be made only with the consent in writing of the holders of not less than
two thirds of the issued Shares of that class, or with the approval of a resolution passed
by a majority of not less than two thirds of the votes cast at a separate meeting of the
holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the
right, notwithstanding that any such variation may not have a material adverse effect, to
obtain consent from the holders of Shares of the relevant class. To any such meeting all
the provisions of the Articles relating to general meetings shall apply mutatis mutandis,
except that the necessary quorum shall be one person holding or representing by proxy at
least one third of the issued Shares of the class and that any holder of Shares of the class
present in person or by proxy may demand a poll.
|
|
|
10.2
|
For the purposes
of a separate class meeting, the Directors may treat two or more or all the classes of Shares
as forming one class of Shares if the Directors consider that such class of Shares would
be affected in the same way by the proposals under consideration, but in any other case shall
treat them as separate classes of Shares.
|
|
|
10.3
|
The rights conferred
upon the holders of the Shares of any class issued with preferred or other rights shall not,
unless otherwise expressly provided by the terms of issue of the Shares of that class, be
deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.
|
|
|
11
|
Commission
on Sale of Shares
|
|
|
|
The Company may, in so far as the Statute permits, pay a commission
to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing
to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash
and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.
|
|
|
12
|
Non Recognition
of Trusts
|
|
|
|
The Company shall not be bound by or compelled to recognise
in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided
by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the
holder.
|
|
|
Auth Code: A55759472834
|
|
|
www.verify.gov.ky
|
|
|
13.1
|
The Company shall
have a first and paramount lien on all Shares (whether fully paid-up or not) registered in
the name of a Member (whether solely or jointly with others) for all debts, liabilities or
engagements to or with the Company (whether presently payable or not) by such Member or his
estate, either alone or jointly with any other person, whether a Member or not, but the Directors
may at any time declare any Share to be wholly or in part exempt from the provisions of this
Article. The registration of a transfer of any such Share shall operate as a waiver of the
Company's lien thereon. The Company's lien on a Share shall also extend to any amount payable
in respect of that Share.
|
|
|
13.2
|
The Company may
sell, in such manner as the Directors think fit, any Shares on which the Company has a lien,
if a sum in respect of which the lien exists is presently payable, and is not paid within
fourteen clear days after notice has been received or deemed to have been received by the
holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy
of the holder, demanding payment and stating that if the notice is not complied with the
Shares may be sold.
|
|
|
13.3
|
To give effect
to any such sale the Directors may authorise any person to execute an instrument of transfer
of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser
or his nominee shall be registered as the holder of the Shares comprised in any such transfer,
and he shall not be bound to see to the application of the purchase money, nor shall his
title to the Shares be affected by any irregularity or invalidity in the sale or the exercise
of the Company's power of sale under the Articles.
|
|
|
13.4
|
The net proceeds
of such sale after payment of costs, shall be applied in payment of such part of the amount
in respect of which the lien exists as is presently payable and any balance shall (subject
to a like lien for sums not presently payable as existed upon the Shares before the sale)
be paid to the person entitled to the Shares at the date of the sale.
|
|
|
14.1
|
Subject to the
terms of the allotment and issue of any Shares, the Directors may make calls upon the Members
in respect of any monies unpaid on their Shares (whether in respect of par value or premium),
and each Member shall (subject to receiving at least fourteen clear days' notice specifying
the time or times of payment) pay to the Company at the time or times so specified the amount
called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors
may determine. A call may be required to be paid by instalments. A person upon whom a call
is made shall remain liable for calls made upon him notwithstanding the subsequent transfer
of the Shares in respect of which the call was made.
|
|
|
14.2
|
A call shall be
deemed to have been made at the time when the resolution of the Directors authorising such
call was passed.
|
|
|
14.3
|
The joint holders of a Share shall be
jointly and severally liable to pay all calls in respect thereof.
|
|
|
Auth Code: A55759472834
|
|
|
www.verify.gov.ky
|
|
|
14.4
|
If a call remains unpaid after it has become due and payable, the person from whom
it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors
may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may
waive payment of the interest or expenses wholly or in part.
|
|
|
14.5
|
An amount payable in respect of a Share on issue or allotment or at any fixed date,
whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions
of the Articles shall apply as if that amount had become due and payable by virtue of a call.
|
|
|
14.6
|
The Directors may issue Shares with different terms as to the amount and times of
payment of calls, or the interest to be paid.
|
|
|
14.7
|
The Directors may, if they think fit, receive an amount from any Member willing to
advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become
payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
|
|
|
14.8
|
No such amount paid in advance of calls shall entitle the Member paying such amount
to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but
for such payment, become payable.
|
|
|
15.1
|
If a call or instalment of a call remains unpaid after it has become due and payable
the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid
together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall
specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was
made will be liable to be forfeited.
|
|
|
15.2
|
If the notice is not complied with, any Share in respect of which it was given may,
before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include
all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.
|
|
|
15.3
|
A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms
and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled
on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person
the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.
|
Auth Code:
A55759472834
www.verify.gov.ky
|
|
15.4
|
A person any of whose Shares have been forfeited shall cease to be a Member in respect
of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company
all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such
rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all
monies due and payable by him in respect of those Shares.
|
|
|
15.5
|
A certificate in writing under the hand of one Director or officer of the Company
that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming
to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to
the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase
money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture,
sale or disposal of the Share.
|
|
|
15.6
|
The provisions of the Articles as to forfeiture shall apply in the case of non payment
of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share
or by way of premium as if it had been payable by virtue of a call duly made and notified.
|
|
|
16
|
Transmission of Shares
|
|
|
16.1
|
If a Member dies the survivor or survivors (where he was a joint holder) or his legal
personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his
Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or
sole holder.
|
|
|
16.2
|
Any person becoming entitled to a Share in consequence of the death or bankruptcy
or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required
by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some
person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share
he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline
or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy
or liquidation or dissolution, as the case may be.
|
|
|
16.3
|
A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation
or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other
advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect
of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company
and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person
nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or
suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy
or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is
not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles) the Directors
may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the
requirements of the notice have been complied with.
|
Auth Code:
A55759472834
www.verify.gov.ky
|
|
17
|
Class B Ordinary Share Conversion
|
|
|
17.1
|
The rights attaching to the Class A Shares and Class B Shares shall rank pari
passu in all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all matters (subject to
the Variation of Rights of Shares Article) with the exception that the holder of a Class B Share shall have the conversion rights referred
to in this Article.
|
|
|
17.2
|
Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the
"Initial Conversion Ratio"): (a) at any time and from time to time at the option of the holders thereof; and (b) automatically on the day of the
closing of a Business Combination.
|
|
|
17.3
|
Notwithstanding the Initial Conversion Ratio, in the case that additional Class A
Shares or any other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO
and related to the closing of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the
time of the closing of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted
(unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such
issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted
basis, in the aggregate, 20 per cent of the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO plus all
Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination.
|
|
|
17.4
|
Notwithstanding anything to the contrary contained herein, the foregoing adjustment
to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked
Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately
as a separate class in the manner provided in the Variation of Rights of Shares Article hereof.
|
|
|
17.5
|
The foregoing conversion ratio shall also be adjusted to account for any subdivision
(by share subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by share
consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class
A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate
and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue.
|
Auth Code:
A55759472834
www.verify.gov.ky
|
|
17.6
|
Each Class B Share shall convert into its pro rata number of Class A Shares pursuant
to this Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert
into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which
shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article
and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.
|
|
|
17.7
|
References in this Article to "converted", "conversion"
or "exchange" shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such
Members, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been
converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that
the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange
or conversion shall be registered in the name of such Member or in such name as the Member may direct.
|
|
|
17.8
|
Notwithstanding anything to the contrary in this Article, in no event may any Class
B Share convert into Class A Shares at a ratio that is less than one-for-one.
|
|
|
18
|
Amendments of Memorandum and Articles of Association and
Alteration of Capital
|
|
|
18.1
|
The Company may by Ordinary Resolution:
|
|
|
(a)
|
increase its share capital by such sum as the Ordinary Resolution shall prescribe
and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;
|
|
|
(b)
|
consolidate and divide all or any of its share capital into Shares of larger amount
than its existing Shares;
|
|
|
(c)
|
convert all or any of its paid-up Shares into stock, and reconvert that stock into
paid-up Shares of any denomination;
|
|
|
(d)
|
by subdivision of its existing Shares or any of them divide the whole or any part
of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
|
|
|
(e)
|
cancel any Shares that at the date of the passing of the Ordinary Resolution have
not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
|
|
|
18.2
|
All new Shares created in accordance with the provisions of the preceding Article
shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture
and otherwise as the Shares in the original share capital.
|
|
|
18.3
|
Subject to the provisions of the Statute and the provisions of the Articles as regards
the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:
|
Auth Code:
A55759472834
www.verify.gov.ky
|
|
(b)
|
alter or add to the Articles;
|
|
|
(c)
|
alter or add to the Memorandum with respect to any objects, powers or other matters
specified therein; and
|
|
|
(d)
|
reduce its share capital or any capital redemption reserve fund.
|
|
|
19
|
Offices and Places of Business
|
Subject to the provisions of the
Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to
its Registered Office, maintain such other offices or places of business as the Directors determine.
|
|
20.1
|
All general meetings other than annual general meetings shall be called extraordinary
general meetings.
|
|
|
20.2
|
The Company may, but shall not (unless required by the Statute) be obliged to, in
each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual
general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them,
it shall be held at the Registered Office on the second Wednesday in December of each year at ten o'clock in the morning. At these meetings
the report of the Directors (if any) shall be presented.
|
|
|
20.3
|
The Directors may call general meetings, and they shall on a Members' requisition
forthwith proceed to convene an extraordinary general meeting of the Company.
|
|
|
20.4
|
A Members' requisition is a requisition of Members holding at the date of deposit
of the requisition not less than ten per cent. in par value of the issued Shares which as at that date carry the right to vote at general
meetings of the Company.
|
|
|
20.5
|
The Members' requisition must state the objects of the meeting and must be signed
by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or
more requisitionists.
|
|
|
20.6
|
If there are no Directors as at the date of the deposit of the Members' requisition
or if the Directors do not within twenty-one days from the date of the deposit of the Members' requisition duly proceed to convene a general
meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total
voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later
than the day which falls three months after the expiration of the said twenty-one day period.
|
Auth Code:
A55759472834
www.verify.gov.ky
|
|
20.7
|
A general meeting convened as aforesaid by requisitionists shall be convened in the
same manner as nearly as possible as that in which general meetings are to be convened by Directors.
|
|
|
21
|
Notice of General Meetings
|
|
|
21.1
|
At least five clear days' notice shall be given of any general meeting. Every notice
shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting
and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that
a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions
of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
|
|
|
(a)
|
in the case of an annual general meeting, by all of the Members entitled to attend
and vote thereat; and
|
|
|
(b)
|
in the case of an extraordinary general meeting, by a majority in number of the Members
having a right to attend and vote at the meeting, together holding not less than ninety five per cent. in par value of the Shares giving
that right.
|
|
|
21.2
|
The accidental omission to give notice of a general meeting to, or the non receipt
of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.
|
|
|
22
|
Proceedings at General Meetings
|
|
|
22.1
|
No business shall be transacted at any general meeting unless a quorum is present.
Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative
or proxy shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall
be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised
representative or proxy.
|
|
|
22.2
|
A person may participate at a general meeting by conference telephone or other communications
equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in
a general meeting in this manner is treated as presence in person at that meeting.
|
|
|
22.3
|
A resolution (including a Special Resolution) in writing (in one or more counterparts)
signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings
(or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective
as if the resolution had been passed at a general meeting of the Company duly convened and held.
|
Auth Code:
A55759472834
www.verify.gov.ky
|
|
22.4
|
If a quorum is not present within half an hour from the time appointed for the meeting
to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members' requisition, shall be
dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other
day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from
the time appointed for the meeting to commence, the Members present shall be a quorum.
|
|
|
22.5
|
The Directors may, at any time prior to the time appointed for the meeting to commence,
appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman,
if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not
be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present
shall elect one of their number to be chairman of the meeting.
|
|
|
22.6
|
If no Director is willing to act as chairman or if no Director is present within
fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman
of the meeting.
|
|
|
22.7
|
The chairman may, with the consent of a meeting at which a quorum is present (and
shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted
at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
|
|
|
22.8
|
When a general meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned
meeting.
|
|
|
22.9
|
A resolution put to the vote of the meeting shall be decided on a show of hands unless
before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively
present in person or by proxy (or in the case of a corporation or other non-natural person, by its duly authorised representative or proxy)
and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting demand a poll.
|
|
|
22.10
|
Unless a poll is duly demanded and the demand is not withdrawn a declaration by the
chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular
majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof
of the number or proportion of the votes recorded in favour of or against such resolution.
|
|
|
22.11
|
The demand for a poll may be withdrawn.
|
|
|
22.12
|
Except on a poll demanded on the election of a chairman or on a question of adjournment,
a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting
at which the poll was demanded.
|
Auth Code:
A55759472834
www.verify.gov.ky
|
|
22.13
|
A poll demanded on the election of a chairman or on a question of adjournment shall
be taken forthwith. A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting
directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking
of the poll.
|
|
|
22.14
|
In the case of an equality of votes, whether on a show of hands or on a poll, the
chairman shall be entitled to a second or casting vote.
|
|
|
23.1
|
Subject to any rights or restrictions attached to any Shares, on a show of hands
every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by
its duly authorised representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one
vote for every Share of which he is the holder.
|
|
|
23.2
|
In the case of joint holders the vote of the senior holder who tenders a vote, whether
in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy),
shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the
names of the holders stand in the Register of Members.
|
|
|
23.3
|
A Member of unsound mind, or in respect of whom an order has been made by any court,
having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other
person on such Member's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.
|
|
|
23.4
|
No person shall be entitled to vote at any general meeting unless he is registered
as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been
paid.
|
|
|
23.5
|
No objection shall be raised as to the qualification of any voter except at the general
meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall
be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final
and conclusive.
|
|
|
23.6
|
On a poll or on a show of hands votes may be cast either personally or by proxy (or
in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than
one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy
the instrument of proxy shall state which proxy is entitled to vote on a show of hands and shall specify the number of Shares in respect
of which each proxy is entitled to exercise the related votes.
|
|
|
23.7
|
On a poll, a Member holding more than one Share need not cast the votes in respect
of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution
and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the
instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of
which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of
which he is appointed.
|
Auth Code:
A55759472834
www.verify.gov.ky
|
|
24.1
|
The instrument appointing a proxy shall be in writing and shall be executed under
the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person,
under the hand of its duly authorised representative. A proxy need not be a Member.
|
|
|
24.2
|
The Directors may, in the notice convening any meeting or adjourned meeting, or in
an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the
place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy
relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the
notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy
shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting
to commence at which the person named in the instrument proposes to vote.
|
|
|
24.3
|
The chairman may in any event at his discretion declare that an instrument of proxy
shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been
declared to have been duly deposited by the chairman, shall be invalid.
|
|
|
24.4
|
The instrument appointing a proxy may be in any usual or common form (or such other
form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked.
An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
|
|
|
24.5
|
Votes given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation
or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting
at which it is sought to use the proxy.
|
Any corporation or other non-natural
person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its
directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or
of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he
represents as the corporation could exercise if it were an individual Member.
Auth Code:
A55759472834
www.verify.gov.ky
|
|
26
|
Shares that May Not be Voted
|
Shares in the Company that are beneficially
owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number
of outstanding Shares at any given time.
There shall be a board of Directors
consisting of not less than one person (exclusive of alternate Directors) provided however that the Company may by Ordinary Resolution
increase or reduce the limits in the number of Directors. The first Directors of the Company shall be determined in writing by, or appointed
by a resolution of, the Subscriber.
|
|
28.1
|
Subject to the provisions of the Statute, the Memorandum and the Articles and to
any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers
of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which
would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors
at which a quorum is present may exercise all powers exercisable by the Directors.
|
|
|
28.2
|
All cheques, promissory notes, drafts, bills of exchange and other negotiable or
transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed
as the case may be in such manner as the Directors shall determine by resolution.
|
|
|
28.3
|
The Directors on behalf of the Company may pay a gratuity or pension or allowance
on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants
and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
|
|
|
28.4
|
The Directors may exercise all the powers of the Company to borrow money and to mortgage
or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures,
debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the
Company or of any third party.
|
|
|
29
|
Appointment and Removal of Directors
|
|
|
29.1
|
The Company may by Ordinary Resolution appoint any person to be a Director or may
by Ordinary Resolution remove any Director.
|
Auth Code:
A55759472834
www.verify.gov.ky
|
|
29.2
|
The Directors may appoint any person to be a Director, either to fill a vacancy or
as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance
with the Articles as the maximum number of Directors.
|
|
|
30
|
Vacation of Office of Director
|
The office of a Director shall be vacated
if:
|
|
(a)
|
the Director gives notice in writing to the Company that he resigns the office of Director; or
|
|
|
(b)
|
the Director absents himself (for the avoidance of doubt, without being represented
by proxy or an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave of
absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or
|
|
|
(c)
|
the Director dies, becomes bankrupt or makes any arrangement or composition with
his creditors generally; or
|
|
|
(d)
|
the Director is found to be or becomes of unsound mind; or
|
|
|
(e)
|
all of the other Directors (being not less than two in number) determine that he
should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened
and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors.
|
|
|
31
|
Proceedings of Directors
|
|
|
31.1
|
The quorum for the transaction of the business of the Directors may be fixed by the
Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person
who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as
an alternate Director shall, if his appointor is not present, count twice towards the quorum.
|
|
|
31.2
|
Subject to the provisions of the Articles, the Directors may regulate their proceedings
as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the
chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor
to a separate vote on behalf of his appointor in addition to his own vote.
|
|
|
31.3
|
A person may participate in a meeting of the Directors or any committee of Directors
by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate
with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting.
Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is located at the
start of the meeting.
|
Auth Code:
A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
|
|
31.4
|
A resolution in writing (in one or more counterparts) signed by all the Directors
or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director
or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution (an alternate
Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being
entitled to sign such resolution both on behalf of his appointer and in his capacity as a Director) shall be as valid and effectual as
if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.
|
|
|
31.5
|
A Director or alternate Director may, or other officer of the Company on the direction
of a Director or alternate Director shall, call a meeting of the Directors by at least two days' notice in writing to every Director and
alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the
Directors (or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the
provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.
|
|
|
31.6
|
The continuing Directors (or a sole continuing Director, as the case may be) may
act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to
the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number
of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
|
|
|
31.7
|
The Directors may elect a chairman of their board and determine the period for which
he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the
time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.
|
|
|
31.8
|
All acts done by any meeting of the Directors or of a committee of the Directors
(including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect
in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their
office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director
or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.
|
|
|
31.9
|
A Director but not an alternate Director may be represented at any meetings of the
board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for
all purposes be deemed to be that of the appointing Director.
|
A Director or alternate Director
who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented
to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from
such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply
to a Director or alternate Director who voted in favour of such action.
Auth Code: A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
33 Directors'
Interests
|
|
33.1
|
A Director or alternate Director may hold any other office or place of profit under
the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration
and otherwise as the Directors may determine.
|
|
|
33.2
|
A Director or alternate Director may act by himself or by, through or on behalf of
his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as
if he were not a Director or alternate Director.
|
|
|
33.3
|
A Director or alternate Director may be or become a director or other officer of
or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting
party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits
received by him as a director or officer of, or from his interest in, such other company.
|
|
|
33.4
|
No person shall be disqualified from the office of Director or alternate Director
or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or
any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way
interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable
to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such
Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or his alternate Director
in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature
of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its
consideration and any vote thereon.
|
|
|
33.5
|
A general notice that a Director or alternate Director is a shareholder, director,
officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company
shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest,
and after such general notice it shall not be necessary to give special notice relating to any particular transaction.
|
The Directors shall cause minutes
to be made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings
of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of
the Directors or alternate Directors present at each meeting.
Auth Code: A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
35 Delegation
of Directors' Powers
|
|
35.1
|
The Directors may delegate any of their powers, authorities and discretions, including
the power to sub-delegate, to any committee consisting of one or more Directors. They may also delegate to any managing director or any
Director holding any other executive office such of their powers, authorities and discretions as they consider desirable to be exercised
by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked
forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either
collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject
to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors,
so far as they are capable of applying.
|
|
|
35.2
|
The Directors may establish any committees, local boards or agencies or appoint any
person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees,
local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally
with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such
conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings
of Directors, so far as they are capable of applying.
|
|
|
35.3
|
The Directors may by power of attorney or otherwise appoint any person to be the
agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their
own powers and may be revoked by the Directors at any time.
|
|
|
35.4
|
The Directors may by power of attorney or otherwise appoint any company, firm, person
or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company
for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under
the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment
may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as
the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities
and discretions vested in him.
|
|
|
35.5
|
The Directors may appoint such officers of the Company (including, for the avoidance
of doubt and without limitation, any secretary) as they consider necessary on such terms, at such remuneration and to perform such duties,
and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms
of his appointment an officer of the Company may be removed by resolution of the Directors or Members. An officer of the Company may vacate
his office at any time if he gives notice in writing to the Company that he resigns his office.
|
Auth Code: A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
36 Alternate
Directors
|
|
36.1
|
Any Director (but not an alternate Director) may by writing appoint any other Director,
or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed
by him.
|
|
|
36.2
|
An alternate Director shall be entitled to receive notice of all meetings of Directors
and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the
Director appointing him is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions
of his appointor as a Director in his absence.
|
|
|
36.3
|
An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.
|
|
|
36.4
|
Any appointment or removal of an alternate Director shall be by notice to the Company
signed by the Director making or revoking the appointment or in any other manner approved by the Directors.
|
|
|
36.5
|
Subject to the provisions of the Articles, an alternate Director shall be deemed
for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent
of the Director appointing him.
|
|
|
37
|
No Minimum Shareholding
|
The Company in general meeting may
fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director
is not required to hold Shares.
|
|
38
|
Remuneration of Directors
|
|
|
38.1
|
The remuneration to be paid to the Directors, if any, shall be such remuneration
as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred
by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or
separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of
the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by
the Directors, or a combination partly of one such method and partly the other.
|
|
|
38.2
|
The Directors may by resolution approve additional remuneration to any Director for
any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who
is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration
as a Director.
|
Auth Code: A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
39 Seal
|
|
39.1
|
The Company may, if the Directors so determine, have a Seal. The Seal shall only
be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the
Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer of the Company or other person
appointed by the Directors for the purpose.
|
|
|
39.2
|
The Company may have for use in any place or places outside the Cayman Islands a
duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with
the addition on its face of the name of every place where it is to be used.
|
|
|
39.3
|
A Director or officer, representative or attorney of the Company may without further
authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him
under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
|
40 Dividends,
Distributions and Reserve
|
|
40.1
|
Subject to the Statute and this Article and except as otherwise provided by the rights
attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of
the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an
interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that
such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits
of the Company, out of the share premium account or as otherwise permitted by law.
|
|
|
40.2
|
Except as otherwise provided by the rights attached to any Shares, all Dividends
and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing
that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
|
|
|
40.3
|
The Directors may deduct from any Dividend or other distribution payable to any Member
all sums of money (if any) then payable by him to the Company on account of calls or otherwise.
|
|
|
40.4
|
The Directors may resolve that any Dividend or other distribution be paid wholly
or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures,
or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution,
the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution
of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value
so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such
manner as may seem expedient to the Directors.
|
Auth Code: A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
|
|
40.5
|
Except as otherwise provided by the rights attached to any Shares, Dividends and
other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that
may be required and how any costs involved are to be met.
|
|
|
40.6
|
The Directors may, before resolving to pay any Dividend or other distribution, set
aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose
of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
|
|
|
40.7
|
Any Dividend, other distribution, interest or other monies payable in cash in respect
of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address
of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members
or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made
payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends,
other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.
|
|
|
40.8
|
No Dividend or other distribution shall bear interest against the Company.
|
|
|
40.9
|
Any Dividend or other distribution which cannot be paid to a Member and/or which
remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of
the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee
in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution
which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be
forfeited and shall revert to the Company.
|
The Directors may at any time capitalise
any sum standing to the credit of any of the Company's reserve accounts or funds (including the share premium account and capital redemption
reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such
sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of
profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment
and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts
and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think
fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue
to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members
interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall
be effective and binding on all such Members and the Company.
Auth Code: A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
42 Books
of Account
|
|
42.1
|
The Directors shall cause proper books of account (including, where applicable, material
underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company
and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets
and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they
are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true
and fair view of the state of the Company's affairs and to explain its transactions.
|
|
|
42.2
|
The Directors shall determine whether and to what extent and at what times and places
and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members
not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company
except as conferred by Statute or authorised by the Directors or by the Company in general meeting.
|
|
|
42.3
|
The Directors may cause to be prepared and to be laid before the Company in general
meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
|
43 Audit
|
|
43.1
|
The Directors may appoint an Auditor of the Company who shall hold office on such
terms as the Directors determine.
|
|
|
43.2
|
Every Auditor of the Company shall have a right of access at all times to the books
and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information
and explanation as may be necessary for the performance of the duties of the Auditor.
|
|
|
43.3
|
Auditors shall, if so required by the Directors, make a report on the accounts of
the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which
is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment
in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their
term of office, upon request of the Directors or any general meeting of the Members.
|
44 Notices
|
|
44.1
|
Notices shall be in writing and may be given by the Company to any Member either personally or by
sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the
notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another,
is to be sent by airmail.
|
Auth Code: A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
|
|
44.2
|
Where a notice is sent by courier, service of the notice shall be deemed to be effected
by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or
Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service
of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall
be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following
the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected
by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where
a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended
recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of
the e-mail to be acknowledged by the recipient.
|
|
|
44.3
|
A notice may be given by the Company to the person or persons which the Company has
been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices
which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled,
or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy
had not occurred.
|
|
|
44.4
|
Notice of every general meeting shall be given in any manner authorised by the Articles
to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of
joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon
whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where
the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to
receive notices of general meetings.
|
45 Winding
Up
|
|
45.1
|
If the Company shall be wound up the liquidator shall apply the assets of the Company
in satisfaction of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares,
in a winding up:
|
|
|
(a)
|
if the assets available for distribution amongst the Members shall be insufficient
to repay the whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall
be borne by the Members in proportion to the par value of the Shares held by them; or
|
|
|
(b)
|
if the assets available for distribution amongst the Members shall be more than sufficient
to repay the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst
the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from
those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
|
Auth Code: A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
|
|
45.2
|
If the Company shall be wound up the liquidator may, subject to the rights attaching
to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst
the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind
or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different
classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to
accept any asset upon which there is a liability.
|
46 Indemnity
and Insurance
|
|
46.1
|
Every Director and officer of the Company (which for the avoidance of doubt, shall
not include auditors of the Company), together with every former Director and former officer of the Company (each an "Indemnified
Person") shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs,
damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act
in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or wilful default.
No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect)
of the carrying out of their functions unless that liability arises through the actual fraud or wilful default of such Indemnified Person.
No person shall be found to have committed actual fraud or wilful default under this Article unless or until a court of competent jurisdiction
shall have made a finding to that effect.
|
|
|
46.2
|
The Company shall advance to each Indemnified Person reasonable attorneys' fees and
other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified
Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall
execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication
that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment
or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses,
then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the
Company (without interest) by the Indemnified Person.
|
Auth Code: A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
|
|
46.3
|
The Directors, on behalf of the Company, may purchase and maintain insurance for
the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise
attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation
to the Company.
|
Unless the Directors otherwise prescribe,
the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st
January in each year.
|
|
48
|
Transfer by Way of Continuation
|
If the Company is exempted as defined
in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register
by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the
Cayman Islands.
|
|
49
|
Mergers and Consolidations
|
The Company shall have the power
to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may
determine and (to the extent required by the Statute) with the approval of a Special Resolution.
Auth Code: A55759472834
www.verify.gov.ky
EXEMPTED Company Registered
and
filed as No. 376014 On
20-May-2021
Assistant Registrar
Dated this 20th day of May 2021.
Signature and Address of Subscriber
Maples Corporate Services Limited
of PO Box 309, Ugland
House
Grand Cayman
KY1-1104
Cayman Islands
acting by:
|
/s/ Verdilee Brown
|
|
|
Verdilee Brown
|
|
|
|
|
|
/s/ Jessica Bent
|
|
|
Jessica Bent
|
|
|
Witness to the above signature
|
|
Auth Code: A55759472834
www.verify.gov.ky
Exhibit 3.2
THE COMPANIES ACT (As
Revised)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
LATAMGROWTH SPAC
(Adopted
By Special Resolution Dated [Date] and Effective on [Date])
THE
COMPANIES ACT (As Revised)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
LATAMGROWTH SPAC
(Adopted
By Special Resolution Dated [Date] and Effective on [Date])
|
|
1
|
The name of the Company is LatAmGrowth SPAC.
|
|
|
2
|
The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO
Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.
|
|
|
3
|
The objects for which the Company is established are unrestricted and the Company shall have full power
and authority to carry out any object not prohibited by the laws of the Cayman Islands.
|
|
|
4
|
The liability of each Member is limited to the amount unpaid on such Member's shares.
|
|
|
5
|
The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares of a par
value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par
value of US$0.0001 each.
|
|
|
6
|
The Company has power to register by way of continuation as a body corporate limited by shares under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
|
|
|
7
|
Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the
respective meanings given to them in the Amended and Restated Articles of Association of the Company.
|
THE
COMPANIES ACT (As Revised)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
LATAMGROWTH SPAC
(Adopted
By Special Resolution Dated [Date] and Effective on [Date])
|
|
1.1
|
In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something
in the subject or context inconsistent therewith:
|
|
“Affiliate”
|
in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.
|
|
|
|
|
“Applicable Law”
|
means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.
|
|
|
|
|
“Articles”
|
means these amended and restated articles of association of the Company.
|
|
|
|
|
“Audit Committee”
|
means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
|
|
“Auditor”
|
means the person for the time being performing the duties of auditor of the Company (if any).
|
|
|
|
|
“Business Combination”
|
means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the "target business"), which Business Combination: (a) as long as the securities of the Company are listed on the Nasdaq Global Market, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.
|
|
|
|
|
“business day”
|
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.
|
|
|
|
|
“Clearing House”
|
means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
|
|
|
|
|
“Class A Share”
|
means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
|
|
|
|
|
“Class B Share”
|
means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
|
|
|
|
|
“Company”
|
means the above named company.
|
|
|
|
|
“Company’s Website”
|
means the website of the Company and/or its web-address or domain name (if any).
|
|
|
|
|
“Compensation Committee”
|
means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
|
|
|
|
|
“Designated Stock Exchange”
|
means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Global Market.
|
|
“Directors”
|
means the directors for the time being of the Company.
|
|
|
|
|
“Dividend”
|
means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.
|
|
|
|
|
“Electronic Communication”
|
means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.
|
|
|
|
|
“Electronic Record”
|
has the same meaning as in the Electronic Transactions Act.
|
|
|
|
|
“Electronic Transactions Act”
|
means the Electronic Transactions Act (As Revised) of the Cayman Islands.
|
|
|
|
|
“Equity-linked Securities”
|
means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.
|
|
|
|
|
“Exchange Act”
|
means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.
|
|
|
|
|
“Forward Purchase Agreement”
|
means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.
|
|
|
|
|
“Forward Purchase Share”
|
means a Class A Share to be issued pursuant to a Forward Purchase Agreement.
|
|
|
|
|
“Forward Purchase Warrant”
|
means a warrant to purchase a Class A Share to be issued pursuant to a Forward Purchase Agreement.
|
|
|
|
|
“Founders”
|
means all Members immediately prior to the consummation of the IPO.
|
|
|
|
|
“Independent Director”
|
has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.
|
|
|
|
|
“IPO”
|
means the Company's initial public offering of securities.
|
|
“Member”
|
has the same meaning as in the Statute.
|
|
|
|
|
“Memorandum”
|
means the amended and restated memorandum of association of the Company.
|
|
|
|
|
“Nominating and Corporate Governance Committee”
|
means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
|
|
|
|
|
“Officer”
|
means a person appointed to hold an office in the Company.
|
|
|
|
|
“Ordinary Resolution”
|
means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
|
|
|
|
|
“Over-Allotment Option”
|
means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.
|
|
|
|
|
“Preference Share”
|
means a preference share of a par value of US$0.0001 in the share capital of the Company.
|
|
|
|
|
“Public Share”
|
means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.
|
|
|
|
|
“Redemption Notice”
|
means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.
|
|
|
|
|
“Register of Members”
|
means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.
|
|
|
|
|
“Registered Office”
|
means the registered office for the time being of the Company.
|
|
|
|
|
“Representative”
|
means a representative of the Underwriters.
|
|
|
|
|
“Seal”
|
means the common seal of the Company and includes every duplicate seal.
|
|
“Securities and Exchange Commission”
|
means the United States Securities and Exchange Commission.
|
|
|
|
|
“Share”
|
means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.
|
|
|
|
|
“Special Resolution”
|
subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution.
|
|
|
|
|
“Sponsor”
|
means LatAmGrowth Sponsor LLC, a Delaware limited liability company, and its successors or assigns.
|
|
|
|
|
“Statute”
|
means the Companies Act (As Revised) of the Cayman Islands.
|
|
|
|
|
“Treasury Share”
|
means a Share held in the name of the Company as a treasury share in accordance with the Statute.
|
|
|
|
|
“Trust Account”
|
means the trust account established by the Company upon the consummation of the IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.
|
|
|
|
|
“Underwriter”
|
means an underwriter of the IPO from time to time and any successor underwriter.
|
|
|
(a)
|
words importing the singular number include the plural number and vice versa;
|
|
|
(b)
|
words importing the masculine gender include the feminine gender;
|
|
|
(c)
|
words importing persons include corporations as well as any other legal or natural person;
|
|
|
(d)
|
"written" and "in writing" include all modes of representing or reproducing words
in visible form, including in the form of an Electronic Record;
|
|
|
(e)
|
"shall" shall be construed as imperative and "may" shall be construed as permissive;
|
|
|
(f)
|
references to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;
|
|
|
(g)
|
any phrase introduced by the terms "including", "include", "in particular"
or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
|
|
|
(h)
|
the term "and/or" is used herein to mean both "and" as well as "or." The
use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or"
in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require
the conjunctive (in each case, unless the context otherwise requires);
|
|
|
(i)
|
headings are inserted for reference only and shall be ignored in construing the Articles;
|
|
|
(j)
|
any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;
|
|
|
(k)
|
any requirements as to execution or signature under the Articles including the execution of the Articles
themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;
|
|
|
(l)
|
sections 8 and 19(3) of the Electronic Transactions Act shall not apply;
|
|
|
(m)
|
the term "clear days" in relation to the period of a notice means that period excluding the
day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and
|
|
|
(n)
|
the term "holder" in relation to a Share means a person whose name is entered in the Register
of Members as the holder of such Share.
|
|
|
2
|
Commencement of Business
|
|
|
2.1
|
The business of the Company may be commenced as soon after incorporation of the Company as the Directors
shall see fit.
|
|
|
2.2
|
The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in
or about the formation and establishment of the Company, including the expenses of registration.
|
|
|
3
|
Issue of Shares and other Securities
|
|
|
3.1
|
Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company
in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission
and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any
existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with
or without preferred, deferred or other rights or restrictions, whether
in regard to Dividends or other distributions, voting, return of capital or otherwise and to such persons, at such times and on such other
terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not
allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the
ability of the Company to carry out a Class B Ordinary Share Conversion set out in the Articles.
|
|
|
3.2
|
The Company may issue rights, options, warrants or convertible securities or securities of similar nature
conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company
on such terms as the Directors may from time to time determine.
|
|
|
3.3
|
The Company may issue units of securities in the Company, which may be comprised of whole or fractional
Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof
to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from
time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from
one another on the 52nd day following the date of the prospectus relating to the IPO unless the Representative(s) determines that an earlier
date is acceptable, subject to the Company having filed a current report on Form 8-K with the Securities and Exchange Commission and a
press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising
such units cannot be traded separately from one another.
|
|
|
3.4
|
The Company shall not issue Shares to bearer.
|
|
|
4.1
|
The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.
|
|
|
4.2
|
The Directors may determine that the Company shall maintain one or more branch registers of Members in
accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which
shall constitute the branch register or registers, and to vary such determination from time to time.
|
|
|
5
|
Closing Register of Members or Fixing Record Date
|
|
|
5.1
|
For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members
or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a
determination of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed
newspaper or any other newspaper or by any other means in accordance with the rules and regulations of the Designated Stock
Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law,
provide that the Register of Members shall be closed for transfers
for a stated period which shall not in any case exceed forty days.
|
|
|
5.2
|
In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears
a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any
adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution,
or in order to make a determination of Members for any other purpose.
|
|
|
5.3
|
If the Register of Members is not so closed and no record date is fixed for the determination of Members
entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution,
the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or
other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of
Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment
thereof.
|
|
|
6
|
Certificates for Shares
|
|
|
6.1
|
A Member shall only be entitled to a share certificate if the Directors resolve that share certificates
shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates
shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued
with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise
identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled
and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares
shall have been surrendered and cancelled.
|
|
|
6.2
|
The Company shall not be bound to issue more than one certificate for Shares held jointly by more than
one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
|
|
|
6.3
|
If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any)
as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the
Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.
|
|
|
6.4
|
Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or
other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course
of delivery.
|
|
|
6.5
|
Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable,
or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law may from time to time
determine, whichever is shorter, after the allotment or, except in the case of a Share transfer which the Company is for the time being
entitled to refuse to register and does not register, after lodgement of a Share transfer with the Company.
|
|
|
7.1
|
Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument
of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange
Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in
conjunction with rights, options, warrants or units issued pursuant to the Articles on terms that one cannot be transferred without the
other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer
of such right, option, warrant or unit.
|
|
|
7.2
|
The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed
by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory
authority or otherwise under Applicable Law or in any other form approved by the Directors and shall be executed by or on behalf of the
transferor (and if the Directors so require, signed by or on behalf of the transferee) and may be under hand or, if the transferor or
transferee is a Clearing House or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the
Directors may approve from time to time. The transferor shall be deemed to remain the holder of a Share until the name of the transferee
is entered in the Register of Members.
|
|
|
8
|
Redemption, Repurchase and Surrender of Shares
|
|
|
8.1
|
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law,
the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption
of such Shares, except Public Shares, shall be effected in such manner and upon such other terms as the Company may, by Special Resolution,
determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares:
|
|
|
(a)
|
Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances
described in the Business Combination Article hereof;
|
|
|
(b)
|
Class B Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration to the extent
that the Over-Allotment Option is not exercised in full so that the Sponsor will own 20 per cent of the Company's issued Shares after
the IPO; and
|
|
|
(c)
|
Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business
Combination Article hereof.
|
|
|
8.2
|
Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated
Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law,
the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may
agree with the relevant Member. For the avoidance of doubt, redemptions, repurchases and surrenders of Shares in the circumstances described
in the Article above shall not require further approval of the Members.
|
|
|
8.3
|
The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner
permitted by the Statute, including out of capital.
|
|
|
8.4
|
The Directors may accept the surrender for no consideration of any fully paid Share.
|
|
|
9.1
|
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share
shall be held as a Treasury Share.
|
|
|
9.2
|
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they
think proper (including, without limitation, for nil consideration).
|
|
|
10
|
Variation of Rights of Shares
|
|
|
10.1
|
Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes
of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class)
may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where
such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall
be made only with the consent in writing of the holders of not less than two-thirds of the issued Shares of that class (other than with
respect to a waiver of the provisions of the Class B Ordinary Share Conversion Article hereof, which as stated therein shall only require
the consent in writing of the holders of a majority of the issued Shares of that class), or with the approval of a resolution passed by
a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance
of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent
from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings
shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one-third
of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.
|
|
|
10.2
|
For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of
Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals
under consideration, but in any other case shall treat them as separate classes of Shares.
|
|
|
10.3
|
The rights conferred upon the holders of the Shares of any class issued with preferred or other rights
shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation
or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights.
|
|
|
11
|
Commission on Sale of Shares
|
The Company may, in so far as the Statute
permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally)
or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied
by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage
as may be lawful.
|
|
12
|
Non Recognition of Trusts
|
The Company shall not be bound by or
compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except
only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to
the entirety thereof in the holder.
|
|
13.1
|
The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered
in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether
presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the
Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a
transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien on a Share shall also extend to
any amount payable in respect of that Share.
|
|
|
13.2
|
The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a
lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been
received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy
of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.
|
|
|
13.3
|
To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer
of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the
holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall
his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company's power of sale under
the Articles.
|
|
|
13.4
|
The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the
amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently
payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.
|
|
|
14.1
|
Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members
in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving
at least fourteen clear days' notice specifying the time or times of payment) pay to the Company at the time or times so specified the
amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required
to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent
transfer of the Shares in respect of which the call was made.
|
|
|
14.2
|
A call shall be deemed to have been made at the time when the resolution of the Directors authorising
such call was passed.
|
|
|
14.3
|
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
|
|
|
14.4
|
If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay
interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and
in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of
the interest or expenses wholly or in part.
|
|
|
14.5
|
An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account
of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles
shall apply as if that amount had become due and payable by virtue of a call.
|
|
|
14.6
|
The Directors may issue Shares with different terms as to the amount and times of payment of calls, or
the interest to be paid.
|
|
|
14.7
|
The Directors may, if they think fit, receive an amount from any Member willing to advance all or any
part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest
at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
|
|
|
14.8
|
No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of
a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment,
become payable.
|
|
|
15.1
|
If a call or instalment of a call remains unpaid after it has become due and payable the Directors may
give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with
any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where
payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be
liable to be forfeited.
|
|
|
15.2
|
If the notice is not complied with, any Share in respect of which it was given may, before the payment
required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other
distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.
|
|
|
15.3
|
A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as
the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the
Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise
some person to execute an instrument of transfer of the Share in favour of that person.
|
|
|
15.4
|
A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall
surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies
which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the
Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and
payable by him in respect of those Shares.
|
|
|
15.5
|
A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on
a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The
certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom
the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title
to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the
Share.
|
|
|
15.6
|
The provisions of the Articles as to forfeiture shall apply in the case of non payment of any sum which,
by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium
as if it had been payable by virtue of a call duly made and notified.
|
|
|
16
|
Transmission of Shares
|
|
|
16.1
|
If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal representatives
(where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares.
The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder.
|
|
|
16.2
|
Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect,
by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered
as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of
transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as
they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution,
as the case may be.
|
|
|
16.3
|
A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution
of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages
to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share,
be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors
may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him
be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration
as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or
dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received
or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends, other
distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
|
|
|
17
|
Class B Ordinary Share Conversion
|
|
|
17.1
|
The rights attaching to the Class A Shares and Class B Shares shall rank pari passu in all respects,
and the Class A Shares and Class B Shares shall vote together as a single class on all matters (subject to the Variation of Rights of
Shares Article and the Appointment and Removal of Directors Article hereof) with the exception that the holder of a Class B Share shall
have the conversion rights referred to in this Article.
|
|
17.2
|
Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the "Initial Conversion Ratio") following the consummation of a Business Combination.
|
|
|
17.3
|
Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other
Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the
consummation of a Business Combination, all Class B Shares in issue shall automatically convert into Class A Shares at the time of the
consummation of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted (unless
the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance
or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted
basis, in the aggregate, 20 per cent of the sum of all Class A Shares and Class B Shares in issue upon completion of the IPO plus all
Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination (including any Forward Purchase
Shares but not including any Forward Purchase Warrants), excluding any Shares or Equity-linked Securities issued, or to be issued, to
any seller in a Business Combination and any private placement warrants issued to the Sponsor or its Affiliates, Officers or Directors
upon conversion of working capital loans made to the Company.
|
|
|
17.4
|
Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion
Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by
the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate
class in the manner provided in the Variation of Rights of Shares Article hereof.
|
|
|
17.5
|
The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share subdivision,
exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by share consolidation, exchange,
reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a
greater or lesser number of Shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision,
combination or similar reclassification or recapitalisation of the Class B Shares in issue.
|
|
|
17.6
|
Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article.
The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number
of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class
A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall
be the total number of Class B Shares in issue at the time of conversion.
|
|
|
17.7
|
References in this Article to "converted", "conversion" or "exchange"
shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application
of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares
have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis
that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an
exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct.
|
|
|
17.8
|
Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into
Class A Shares at a ratio that is less than one-for-one.
|
|
|
18
|
Amendments of Memorandum and Articles of Association and Alteration of Capital
|
|
|
18.1
|
The Company may by Ordinary Resolution:
|
|
|
(a)
|
increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights,
priorities and privileges annexed thereto, as the Company in general meeting may determine;
|
|
|
(b)
|
consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;
|
|
|
(c)
|
convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any
denomination;
|
|
|
(d)
|
by subdivision of its existing Shares or any of them divide the whole or any part of its share capital
into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
|
|
|
(e)
|
cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed
to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.
|
|
|
18.2
|
All new Shares created in accordance with the provisions of the preceding Article shall be subject to
the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as
the Shares in the original share capital.
|
|
|
18.3
|
Subject to the provisions of the Statute, and the provisions of the Articles as regards the matters to
be dealt with by Ordinary Resolution and Article 29.4, the Company may by Special Resolution:
|
|
|
(b)
|
alter or add to the Articles;
|
|
|
(c)
|
alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
and
|
|
|
(d)
|
reduce its share capital or any capital redemption reserve fund.
|
|
|
19
|
Offices and Places of Business
|
Subject to the provisions of the Statute,
the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered
Office, maintain such other offices or places of business as the Directors determine.
|
|
20.1
|
All general meetings other than annual general meetings shall be called extraordinary general meetings.
|
|
|
20.2
|
The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general
meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall
be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented.
|
|
|
20.3
|
The Directors, the chief executive officer or the chairman of the board of Directors may call general
meetings, and, for the avoidance of doubt, Members shall not have the ability to call general meetings.
|
|
|
20.4
|
Members seeking to bring business before the annual general meeting or to nominate candidates for appointment
as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not less than 120 calendar
days before the date of the Company’s proxy statement released to Members in connection with the previous year’s annual general
meeting or, if the Company did not hold an annual general meeting the previous year, or if the date of the current year's annual general
meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall
be set by the board of Directors with such deadline being a reasonable time before the Company begins to print and send its related proxy
materials.
|
|
|
21
|
Notice of General Meetings
|
|
|
21.1
|
At least five clear days' notice shall be given of any general meeting. Every notice shall specify the
place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be
given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general
meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of
the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
|
|
|
(a)
|
in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
|
|
|
(b)
|
in the case of an extraordinary general meeting, by a majority in number of the Members having a right
to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving that right.
|
|
|
21.2
|
The accidental omission to give notice of a general meeting to, or the non receipt of notice of a general
meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.
|
|
|
22
|
Proceedings at General Meetings
|
|
|
22.1
|
No business shall be transacted at any general meeting unless a quorum is present. The holders of a majority
of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative
or proxy shall be a quorum.
|
|
|
22.2
|
A person may participate at a general meeting by conference telephone or other communications equipment
by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general
meeting in this manner is treated as presence in person at that meeting.
|
|
|
22.3
|
A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on
behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations
or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had
been passed at a general meeting of the Company duly convened and held.
|
|
|
22.4
|
If a quorum is not present within half an hour from the time appointed for the meeting to commence, the
meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as
the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the
meeting to commence, the Members present shall be a quorum.
|
|
|
22.5
|
The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person
to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of
the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present
within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect
one of their number to be chairman of the meeting.
|
|
|
22.6
|
If no Director is willing to act as chairman or if no Director is present within fifteen minutes after
the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting.
|
|
|
22.7
|
The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed
by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
|
|
|
22.8
|
When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.
|
|
|
22.9
|
If, prior to a Business Combination, a notice is issued in respect of a general meeting and the Directors,
in their absolute discretion, consider that it is impractical or undesirable for any reason to hold that general meeting at the place,
the day and the hour specified in the notice calling such general meeting, the Directors may postpone the general meeting to another place,
day and/or hour provided that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members.
No business shall be transacted at any postponed meeting other than the business specified in the notice of the original meeting.
|
|
|
22.10
|
When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be
given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All
proxy forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a
general meeting which has already been postponed.
|
|
|
22.11
|
A resolution put to the vote of the meeting shall be decided on a poll.
|
|
|
22.12
|
A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution
of the general meeting at which the poll was demanded.
|
|
|
22.13
|
A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and
any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.
|
|
|
22.14
|
In the case of an equality of votes the chairman shall be entitled to a second or casting vote.
|
|
|
23.1
|
Subject to any rights or restrictions attached to any Shares, including as set out at Article 29.4, every
Member present in any such manner shall have one vote for every Share of which he is the holder.
|
|
|
23.2
|
In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by
proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted
to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders
stand in the Register of Members.
|
|
|
23.3
|
A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction
in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member's behalf appointed by that court, and any
such committee, receiver, curator bonis or other person may vote by proxy.
|
|
|
23.4
|
No person shall be entitled to vote at any general meeting unless he is registered as a Member on the
record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.
|
|
|
23.5
|
No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned
general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection
made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive.
|
|
|
23.6
|
Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural
person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments
to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares
in respect of which each proxy is entitled to exercise the related votes.
|
|
|
23.7
|
A Member holding more than one Share need not cast the votes in respect of his Shares in the same way
on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting
a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments
may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from
voting a Share or some or all of the Shares in respect of which he is appointed.
|
|
|
24.1
|
The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor
or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its
duly authorised representative. A proxy need not be a Member.
|
|
|
24.2
|
The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy
sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being
not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument
appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or
adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically
at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the
person named in the instrument proposes to vote.
|
|
|
24.3
|
The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to
have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have
been duly deposited by the chairman, shall be invalid.
|
|
|
24.4
|
The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors
may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument
appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
|
|
|
24.5
|
Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the
transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer
was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it
is sought to use the proxy.
|
|
|
25.1
|
Any corporation or other non-natural person which is a Member may in accordance with its constitutional
documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks
fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled
to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual
Member.
|
|
|
25.2
|
If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons
as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the
authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person
so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts
and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) as if such person was the registered
holder of such Shares held by the Clearing House (or its nominee(s)).
|
|
|
26
|
Shares that May Not be Voted
|
Shares in the Company that are beneficially
owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number
of outstanding Shares at any given time.
|
|
27.1
|
There shall be a board of Directors consisting of not less than one person provided however that the Company
may by Ordinary Resolution increase or reduce the limits in the number of Directors.
|
|
|
27.2
|
The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors
in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify
themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s
first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general
meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing
at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those
Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their
appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary
general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in
that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal
of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum
(as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective
terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from
the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation
or removal shall have created such vacancy and until his successor shall have been appointed and qualified.
|
|
|
28.1
|
Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given
by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No
alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid
if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present
may exercise all powers exercisable by the Directors.
|
|
|
28.2
|
All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments
and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in
such manner as the Directors shall determine by resolution.
|
|
|
28.3
|
The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any
Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions
to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
|
|
|
28.4
|
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its
undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock,
mortgages, bonds and other such securities whether outright or as security for
any debt, liability or obligation of the Company or of any third party.
|
|
|
29
|
Appointment and Removal of Directors
|
|
|
29.1
|
Prior to the consummation of a Business Combination, the Company may by Ordinary Resolution of the holders
of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares remove any
Director. For the avoidance of doubt, prior to the consummation of a Business Combination, holders of Class A Shares shall have no right
to vote on the appointment or removal of any Director.
|
|
|
29.2
|
The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director
provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles
as the maximum number of Directors.
|
|
|
29.3
|
After the consummation of a Business Combination, the Company may by Ordinary Resolution appoint any person
to be a Director or may by Ordinary Resolution remove any Director.
|
|
|
29.4
|
Prior to the consummation of a Business Combination, Article 29.1 may only be amended by a Special Resolution
passed by at least 90 per cent of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at
a general meeting of which notice specifying the intention to propose the resolution as a Special Resolution has been given, or by way
of unanimous written resolution.
|
|
|
30
|
Vacation of Office of Director
|
The office of a Director shall be vacated
if:
|
|
(a)
|
the Director gives notice in writing to the Company that he resigns the office of Director; or
|
|
|
(b)
|
the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three
consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution
that he has by reason of such absence vacated office; or
|
|
|
(c)
|
the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally;
or
|
|
|
(d)
|
the Director is found to be or becomes of unsound mind; or
|
|
|
(e)
|
all of the other Directors (being not less than two in number) determine that he should be removed as
a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance
with the Articles or by a resolution in writing signed by all of the other Directors.
|
|
|
31
|
Proceedings of Directors
|
|
|
31.1
|
The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless
so fixed shall be a majority of the Directors then in office.
|
|
|
31.2
|
Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think
fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall
have a second or casting vote.
|
|
|
31.3
|
A person may participate in a meeting of the Directors or any committee of Directors by conference telephone
or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the
same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined
by the Directors, the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting.
|
|
|
31.4
|
A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of
a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office
by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid and effectual as
if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.
|
|
|
31.5
|
A Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors
by at least two days' notice in writing to every Director which notice shall set forth the general nature of the business to be considered
unless notice is waived by all the Directors either at, before or after the meeting is held. To any such notice of a meeting of the Directors
all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.
|
|
|
31.6
|
The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any
vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary
quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to
such fixed number, or of summoning a general meeting of the Company, but for no other purpose.
|
|
|
31.7
|
The Directors may elect a chairman of their board and determine the period for which he is to hold office;
but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for
the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.
|
|
|
31.8
|
All acts done by any meeting of the Directors or of a committee of the Directors shall,
notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or
any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person
had been duly appointed and/or not disqualified to be a Director
and/or had not vacated their office and/or had been entitled to vote, as the case may be.
|
|
|
31.9
|
A Director may be represented at any meetings of the board of Directors by a proxy appointed in writing
by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing
Director.
|
A Director who is present at a meeting
of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person
acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to
such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour
of such action.
|
|
33.1
|
A Director may hold any other office or place of profit under the Company (other than the office of Auditor)
in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
|
|
|
33.2
|
A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the
Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
|
|
|
33.3
|
A Director may be or become a director or other officer of or otherwise interested in any company promoted
by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall
be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest
in, such other company.
|
|
|
33.4
|
No person shall be disqualified from the office of Director or prevented by such office from contracting
with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by
or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director
so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any
such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director
shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest
of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.
|
|
|
33.5
|
A general notice that a Director is a shareholder, director, officer or employee of any specified firm
or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the
purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice
it shall not be necessary to give special notice relating to any particular transaction.
|
The Directors shall cause minutes to
be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of
the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the
Directors present at each meeting.
|
|
35
|
Delegation of Directors' Powers
|
|
|
35.1
|
The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate,
to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and
the Nominating and Corporate Governance Committee). Any such delegation may be made subject to any conditions the Directors may impose
and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors.
Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings
of Directors, so far as they are capable of applying.
|
|
|
35.2
|
The Directors may establish any committees, local boards or agencies or appoint any person to be a manager
or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies.
Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion
of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings
of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they
are capable of applying.
|
|
|
35.3
|
The Directors may adopt formal written charters for committees. Each of these committees shall be empowered
to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors
may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities and
Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the
Compensation Committee and the Nominating and Corporate Governance Committee, if established, shall consist of such number of Directors
as the Directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and regulations
of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise
under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee shall be made up of such number of Independent Directors as is required
from time to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other
competent regulatory authority or otherwise under Applicable Law.
|
|
|
35.4
|
The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company
on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be
revoked by the Directors at any time.
|
|
|
35.5
|
The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons,
whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose
and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and
for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain
such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors
may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions
vested in him.
|
|
|
35.6
|
The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration
and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise
specified in the terms of his appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate his
office at any time if he gives notice in writing to the Company that he resigns his office.
|
|
|
36
|
No Minimum Shareholding
|
The Company in general meeting may fix
a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is
not required to hold Shares.
|
|
37
|
Remuneration of Directors
|
|
|
37.1
|
The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall
determine, provided that no cash remuneration shall be paid to any Director by the Company prior to the consummation of a Business Combination.
The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all travelling,
hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors,
or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise
in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect
thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.
|
|
|
37.2
|
The Directors may by resolution approve additional remuneration to any Director for any services which
in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel,
attorney or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a
Director.
|
|
|
38.1
|
The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority
of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall
be signed by at least one person who shall be either a Director or some Officer or other person appointed by the Directors for the purpose.
|
|
|
38.2
|
The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals
each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face
of the name of every place where it is to be used.
|
|
|
38.3
|
A Director or Officer, representative or attorney of the Company may without further authority of the
Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to
be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
|
|
|
39
|
Dividends, Distributions and Reserve
|
|
|
39.1
|
Subject to the Statute and this Article and except as otherwise provided by the rights attached to any
Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or
other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend
unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend
shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company,
out of the share premium account or as otherwise permitted by law.
|
|
|
39.2
|
Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions
shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank
for Dividend as from a particular date, that Share shall rank for Dividend accordingly.
|
|
|
39.3
|
The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money
(if any) then payable by him to the Company on account of calls or otherwise.
|
|
|
39.4
|
The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution
of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company
or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as
they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any
part thereof and may determine that cash payments shall be made to any Members upon the basis of the value
so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient
to the Directors.
|
|
|
39.5
|
Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may
be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how
any costs involved are to be met.
|
|
|
39.6
|
The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as
they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company
and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
|
|
|
39.7
|
Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be
paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or,
in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person
and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order
of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions,
bonuses, or other monies payable in respect of the Share held by them as joint holders.
|
|
|
39.8
|
No Dividend or other distribution shall bear interest against the Company.
|
|
|
39.9
|
Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after
six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid
into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account
and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed
after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert
to the Company.
|
The Directors may at any time
capitalise any sum standing to the credit of any of the Company's reserve accounts or funds (including the share premium account and
capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for
distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members
had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying
up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.
In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to
the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including
provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors
may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such
capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding
on all such Members and the Company.
|
|
41.1
|
The Directors shall cause proper books of account (including, where applicable, material underlying
documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and
the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets
and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they
are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true
and fair view of the state of the Company's affairs and to explain its transactions.
|
|
|
41.2
|
The Directors shall determine whether and to what extent and at what times and places and under what conditions
or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and
no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred
by Statute or authorised by the Directors or by the Company in general meeting.
|
|
|
41.3
|
The Directors may cause to be prepared and to be laid before the Company in general meeting profit and
loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
|
|
|
42.1
|
The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors
determine.
|
|
|
42.2
|
Without prejudice to the freedom of the Directors to establish any other committee, if the Shares (or
depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the
Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable
Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit
Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities
of the Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission
and/or any other competent regulatory authority or otherwise under Applicable Law.
|
|
|
42.3
|
If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange,
the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the
Audit Committee for the review and approval of potential conflicts of interest.
|
|
|
42.4
|
The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
|
|
|
42.5
|
If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable
of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and
determine the remuneration of such Auditor.
|
|
|
42.6
|
Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers
of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for
the performance of the duties of the Auditor.
|
|
|
42.7
|
Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their
tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the
Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of
a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office,
upon request of the Directors or any general meeting of the Members.
|
|
|
42.8
|
At least one member of the Audit Committee shall be an "audit committee financial expert" as
determined by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or otherwise under Applicable Law. The "audit committee financial expert" shall have such past employment
experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background
which results in the individual’s financial sophistication.
|
|
|
43.1
|
Notices shall be in writing and may be given by the Company to any Member either personally or by sending
it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is
given by e-mail by sending it to the e-mail address provided by such Member). Notice may also be served by Electronic Communication in
accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent
regulatory authority or by placing it on the Company’s Website.
|
|
|
43.2
|
Where a notice is sent by:
|
|
|
(a)
|
courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company,
and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on
which the notice was delivered to the courier;
|
|
|
(b)
|
post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting
a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public
holidays in the Cayman Islands) following the day on which the notice was posted;
|
|
|
(c)
|
cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending
such notice and shall be deemed to have been received on the same day that it was transmitted;
|
|
|
(d)
|
e-mail or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting
the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it
was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient; and
|
|
|
(e)
|
placing it on the Company’s Website; service of the notice shall be deemed to have been effected
one hour after the notice or document was placed on the Company’s Website.
|
|
|
43.3
|
A notice may be given by the Company to the person or persons which the Company has been advised are entitled
to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be
given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the
bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option
of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
|
|
|
43.4
|
Notice of every general meeting shall be given in any manner authorised by the Articles to every holder
of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders
the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership
of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but
for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices
of general meetings.
|
|
|
44.1
|
If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction
of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding
up:
|
|
|
(a)
|
if the assets available for distribution amongst the Members shall be insufficient to repay the whole
of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the
Members in proportion to the par value of the Shares held by them; or
|
|
|
(b)
|
if the assets available for distribution amongst the Members shall be more than sufficient to repay the
whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members
in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares
in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.
|
|
|
44.2
|
If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and
with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in
kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may
for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members.
The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of
the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon
which there is a liability.
|
|
|
45
|
Indemnity and Insurance
|
|
|
45.1
|
Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company),
together with every former Director and former Officer (each an "Indemnified Person") shall be indemnified out of the
assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses,
whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such
liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall
be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of
their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such Indemnified Person. No
person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless or until a court of competent
jurisdiction shall have made a finding to that effect.
|
|
|
45.2
|
The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses
incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity
will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking
to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified
Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication
that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall
not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest)
by the Indemnified Person.
|
|
|
45.3
|
The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director
or Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence,
default, breach of duty or breach of trust of which such person may be guilty in relation to the Company.
|
Unless the Directors otherwise prescribe,
the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st
January in each year.
|
|
47
|
Transfer by Way of Continuation
|
If the Company is exempted as defined
in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register
by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the
Cayman Islands.
|
|
48
|
Mergers and Consolidations
|
The Company shall
have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the
Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.
|
|
49.1
|
Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing
upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution
of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions
of this Article shall prevail.
|
|
|
49.2
|
Prior to the consummation of a Business Combination, the Company shall either:
|
|
|
(a)
|
submit such Business Combination to its Members for approval; or
|
|
|
(b)
|
provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a
per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business
days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable,
if any), divided by the number of then issued Public Shares, provided that the Company shall not repurchase Public Shares in an amount
that would cause the Company's net tangible assets to be less than US$5,000,001 following such repurchases.
|
|
|
49.3
|
If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange
Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission
prior to completing such Business Combination which contain substantially the same financial and other information about such Business
Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a
general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities
and Exchange Commission.
|
|
|
49.4
|
At a general meeting called for the purposes of approving a Business Combination pursuant to this Article,
in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business
Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at
least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may
be contained in the agreement relating to, such Business Combination.
|
|
|
49.5
|
Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may in connection
with any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements
provided for in the related proxy materials (the "IPO Redemption"), provided that no such Member acting together with
any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other
group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per
cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of
Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption
election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of
whether he votes on such proposed Business Combination, and if he does vote, regardless of whether he is voting for or against such proposed
Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account
calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account
(such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then
issued Public Shares (such redemption price being referred to herein as the "Redemption Price"), but only in the event
that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause
the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the "Redemption Limitation").
|
|
|
49.6
|
A Member may not withdraw a Redemption Notice following the deadline for such Redemption Notice unless
the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or
in part).
|
|
|
49.7
|
In the event that the Company does not consummate a Business Combination within 18 months from the consummation
of the IPO (or up to 21 months if such date is extended as described in the prospectus relating to the IPO), or such later time as the
Members may approve in accordance with the Articles, the Company shall:
|
|
|
(a)
|
cease all operations except for the purpose of winding up;
|
|
|
(b)
|
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to
pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish the rights
of the holders of Public Shares as Members (including the right to receive further liquidation distributions, if any); and
|
|
|
(c)
|
as promptly as reasonably possible following such redemption, subject to the approval of the Company's
remaining Members and the Directors, liquidate and dissolve,
|
subject in each case
to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
|
|
49.8
|
In the event that any amendment is made to the Articles:
|
|
|
(a)
|
to modify the substance or timing of the Company's obligation to allow redemption in connection with a
Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 18 months
from the consummation of the IPO (or up to 21 months if such date is extended as described in the prospectus relating to the IPO), or
such later time as the Members may approve in accordance with the Articles; or
|
|
|
(b)
|
with respect to any other provision relating to Members’ rights or pre-Business Combination activity,
|
the Company shall
provide the holders of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to
redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide
such redemption in this Article is subject to the Redemption Limitation.
|
|
49.9
|
A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the
event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the
Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind
in the Trust Account.
|
|
|
49.10
|
After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company
shall not issue additional Shares or any other securities that would entitle the holders thereof to:
|
|
|
(a)
|
receive funds from the Trust Account; or
|
|
|
(b)
|
vote as a class with Public Shares on a Business Combination.
|
|
|
49.11
|
The uninterested Independent Directors shall approve any transaction or transactions between the Company
and any of the following parties:
|
|
|
(a)
|
any Member owning an interest in the voting power of the Company that gives such Member a significant
influence over the Company; and
|
|
|
(b)
|
any Director or Officer and any Affiliate of such Director or Officer.
|
|
|
49.12
|
A Director may vote in respect of a Business Combination in which such Director has a conflict of interest
with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors.
|
|
|
49.13
|
As long as the securities of the Company are listed on the Nasdaq Growth Market, the Company must complete
one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account
(excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company's
signing a definitive agreement in connection with a Business Combination. A Business Combination must not be solely effectuated with another
blank cheque company or a similar company with nominal operations.
|
|
|
49.14
|
The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor,
a Founder, a Director or an Officer. In the event the Company seeks to consummate a Business Combination with a target that is Affiliated
with the Sponsor, a Founder, a Director or an Officer, the Company, or a committee of Independent Directors, will obtain an opinion from
an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of
target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority or an
independent accounting firm that such a Business Combination is fair to the Company from a financial point of view.
|
|
|
50
|
Business Opportunities
|
|
|
50.1
|
To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer ("Management")
shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly
in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the
Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction
or matter which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly
assumed by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such
corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member,
Director and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself
or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity
to the Company.
|
|
|
50.2
|
Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy
of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.
|
|
|
50.3
|
To the extent a court might hold that the conduct of any activity related to a corporate opportunity that
is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted
by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted
by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in
the past.
|
Each Tax Filing Authorised Person and
any such other person, acting alone, as any Director shall designate from time to time, are authorised to file or execute and provide
United States Internal Revenue Service tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary
to file with any United States state or federal governmental authorities or foreign governmental authorities, or provide to withholding
agents in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time
to time by any Director or Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person
or such other person prior to the date of the Articles.
Exhibit 4.1
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP
[·]
LATAMGROWTH SPAC
UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT,
EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE
ONE CLASS A ORDINARY SHARE
THIS CERTIFIES THAT is
the owner of Units of LatAmGrowth SPAC, a Cayman Islands
exempted company (the “Company”), transferrable on the books of the Company in person or by duly authorized
attorney upon surrender of this certificate properly endorsed.
Each Unit (“Unit”)
consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Share”), of the
Company and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the
holder to purchase one Ordinary Share (subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant will become exercisable
thirty (30) days after the Company’s completion of a merger, share exchange, asset acquisition, share purchase, reorganization or
other similar business combination with one or more businesses (each a “Business Combination”) and will expire
unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes
its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary
Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to
, 2021, unless BofA Securities, Inc. and Banco BTG Pactual S.A. – Cayman Branch elect to allow separate trading earlier,
subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited
balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s initial public offering and issuing
a press release announcing when separate trading will begin. No fractional Warrants will be issued upon separation of the Units. The terms
of the Warrants are governed by a Warrant Agreement, dated as of ,
2021 (the “Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company,
as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this
certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State
Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar of the Company.
This certificate shall be governed by
and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signature
of a duly authorized signatory of the Company.
LatAmGrowth SPAC
The Company will furnish without
charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.
The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:
|
TEN COM
|
—
|
as tenants in common
|
|
UNIF GIFT MIN ACT
|
—
|
___________ Custodian ___________
|
|
|
|
|
|
|
|
(Cust) (Minor)
|
|
TEN ENT
|
—
|
as tenants by the entireties
|
|
|
|
|
|
|
|
|
|
|
|
Under Uniform Gifts to Minors Act
|
|
JT TEN
|
—
|
as joint tenants with right of survivorship and not as tenants in common
|
|
|
|
_________________________________
(State)
|
Additional abbreviations may also be used though
not in the above list.
For
value received, hereby sell, assign and transfer
unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE)
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)
Units represented by the within certificate,
and do hereby irrevocably constitute and appoint
Attorney to transfer the said Units on the books of the
within named Company with full power of substitution in the premises.
Dated
|
|
|
|
|
|
Notice:
|
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
|
|
Signature(s) Guaranteed:
|
|
|
|
|
|
|
|
|
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).
|
|
As more fully described in,
and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering dated ,
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 in the event that (i) the Company redeems the Ordinary
Shares sold in its initial public offering and liquidates because it does not consummate an initial Business Combination within the time
period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time
to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Ordinary Shares included in the Units
represented by this certificate in connection with (x) a tender offer (or proxy solicitation, solely in the event the Company seeks
shareholder approval of the proposed initial Business Combination) setting forth the details of a proposed initial Business Combination
or (y) a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify
the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to
redeem 100% of the Ordinary Shares if it does not consummate an initial Business Combination within the time set forth in the Company’s
Amended and Restated Memorandum and Articles of Association or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity, as the same may be amended from time to time. In no other circumstances shall the
holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.2
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP
[●]
LATAMGROWTH SPAC
CLASS A ORDINARY SHARES
THIS CERTIFIES THAT
is the owner of Class A ordinary
shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of LatAmGrowth SPAC, a Cayman Islands
exempted company (the “Company”), transferable on the books of the Company in person or by duly authorized attorney
upon surrender of this certificate properly endorsed.
This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar of the Company.
Witness the facsimile signature
of a duly authorized signatory of the Company.
|
Authorized Signatory
|
|
|
|
Transfer Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
LatAmGrowth SPAC
The Company will furnish without
charge to each shareholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the
provisions of the Amended and Restated Memorandum and Articles of Association of the Company and all amendments thereto and resolutions
of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to
all of which the holder of this certificate by acceptance hereof assents.
The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:
|
TEN COM
|
—
|
as tenants in common
|
|
UNIF GIFT MIN ACT
|
—
|
___________ Custodian ___________
|
|
|
|
|
|
|
|
(Cust) (Minor)
|
|
TEN ENT
|
—
|
as tenants by the entireties
|
|
|
|
|
|
|
|
|
|
|
|
Under Uniform Gifts to Minors Act
|
|
JT TEN
|
—
|
as joint tenants with right of survivorship and not as tenants in common
|
|
|
|
_______________________________
(State)
|
Additional abbreviations may also be used though
not in the above list.
For
value received,
hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER(S) OF ASSIGNEE(S))
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING
ZIP CODE, OF ASSIGNEE(S))
Class A Ordinary Shares represented by the within certificate,
and do hereby irrevocably constitute and appoint
Attorney to transfer the said Class A
Ordinary Shares on the books of the within named Company with full power of substitution in the premises.
Dated
|
|
|
|
|
|
Notice:
|
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
|
|
Signature(s) Guaranteed:
|
|
|
|
|
|
|
|
|
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).
|
|
As more fully described in,
and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering dated ,
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 in the event that (i) the Company redeems the Class A
Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within
the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended
from time to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Class A Ordinary Shares
represented by this certificate in connection with (x) a tender offer (or proxy solicitation, solely in the event the Company seeks
shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination
or (y) a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify
the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to
redeem 100% of the Class A Ordinary Shares if it does not consummate an initial business combination within the time set forth in
the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. In no other
circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.3
[Form of Warrant Certificate]
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE
WARRANT AGREEMENT DESCRIBED BELOW
LATAMGROWTH SPAC
Incorporated Under the Laws of the Cayman Islands
CUSIP
[●]
Warrant Certificate
This
Warrant Certificate certifies that , or registered assigns, is the registered
holder of warrants evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase Class A Ordinary Shares, $0.0001 par value per share (the “Ordinary Shares”), of LatAmGrowth SPAC,
a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the Exercise
Period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant
Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United
States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent
referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially
exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If,
upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon
exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary
Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.
The initial Warrant Price
per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.
Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void.
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.
|
|
LATAMGROWTH SPAC
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY as Warrant Agent
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and
are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant Agreement”), duly
executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument
and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered
Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon
written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to
them in the Warrant Agreement.
Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended, and (ii) a
prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the
Warrant Agreement.
The Warrant Agreement provides
that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares
to be issued to the holder of the Warrant.
Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.
Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.
The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders payment for such
Ordinary Shares to the order of LatAmGrowth SPAC (the “Company”) in the amount of $
in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of
whose address is
and that such Ordinary Shares be delivered to
whose address is . If said number of
shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Ordinary Shares be registered in the name of ,
whose address is and that such Warrant Certificate be delivered
to , whose address is
.
In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.2 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1 and Section 6.3 of the Warrant Agreement.
In the event that the Warrant
is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of
the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.
In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary
Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary
Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the
name of , whose address is and
that such Warrant Certificate be delivered to ,
whose address is .
[Signature Page Follows]
|
Date: ,
|
|
|
|
(Signature)
|
|
|
|
|
|
(Address)
|
|
|
|
|
|
(Tax Identification Number)
|
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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR
RULE).
Exhibit 4.4
WARRANT
AGREEMENT
THIS WARRANT AGREEMENT (this
“Agreement”), dated as of , 2021, is by and between LatAmGrowth SPAC, a Cayman Islands exempted company (the
“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company,
as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer
Agent”).
WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”)
and one-half of a redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has
determined to issue and deliver up to 6,500,000 warrants (or up to 7,475,000 warrants if the Over-allotment
Option (as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”);
WHEREAS, the Company entered
into that certain Private Placement Warrants Purchase Agreement with LatAmGrowth Sponsor LLC, a Delaware limited liability company (the
“Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 7,900,000 private placement warrants
(or up to 8,680,000 private placement warrants if the Over-allotment Option is exercised in full)
at a price of $1.00 per warrant simultaneously with the closing of the Offering (and the closing of the Over-allotment Option,
if applicable), each bearing the legend set forth in Exhibit A hereto (the “Private Placement Warrants”);
WHEREAS, the Company has entered
into that certain Forward Purchase Agreement (the “Forward Purchase Agreement”) with an affiliate of the Sponsor
(the “Forward Purchaser”), pursuant to which the Forward Purchaser has committed, subject to the approval of
its investment committee as well as customary closing conditions, to purchase up to 2,000,000 warrants (the “Forward Purchase
Warrants”) included as part of the forward purchase units, each comprised of one Ordinary Share and one-half of one Forward
Purchase Warrant, to be sold to the Forward Purchaser in a private placement transaction to occur at or prior to the time of the Company’s
initial Business Combination (as defined below), bearing the legend set forth in Exhibit C hereto;
WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an
affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the
Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 warrants at a price
of $1.00 per warrant, which will be identical to the Private Placement Warrants (the “Working Capital Warrants,”
and, together with the Private Placement Warrants, the Public Warrants and the Forward Purchase Warrants, the “Warrants”);
WHEREAS, each Warrant entitles
the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein, and only
whole Warrants are exercisable;
WHEREAS, the Company has filed
with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
File No. 333- (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
Public Warrants and the Ordinary Shares included in the Units;
WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Warrants.
2.1 Form of Warrant.
Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of
Exhibit B hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the
Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity
in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each,
a “Book-Entry Warrant Certificate”).
2.2 Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant certificate
shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3 Registration.
2.3.1 Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and
the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates
deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede &
Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate,
or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).
If the Depositary subsequently ceases to make
its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other
arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have
the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to
the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to
the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”).
Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit B, with appropriate insertions, modifications
and omissions, as provided above.
2.3.2 Registered Holder.
Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner
of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant
Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
2.4
Detachability of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd
day following the date of the Prospectus or, if such 52nd day is not on a day, other than
a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business
Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”)
with the consent of BofA Securities, Inc. and Banco BTG Pactual S.A. — Cayman Branch as representatives of the several underwriters,
but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately traded until (A) the Company
has filed a current report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company
of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriters of their right
to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is
exercised prior to the filing of the current report on Form 8-K, and (B) if the Detachment Date is earlier than the 52nd
day following the date of the Prospectus, the Company issues a press release and files with the Commission a current report on Form 8-K
announcing when such earlier 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 Ordinary Share and one-half of one whole Public Warrant. If, upon the detachment of Public Warrants from the Units or
otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number
of Warrants to be issued to such holder.
2.6 Private Placement Warrants
and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants,
except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), as applicable, the Private
Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant
to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants
and Working Capital Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an
initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall
only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per
share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii),
the Private Placement Warrants and the Working Capital Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees,
as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders
thereof:
(a) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor
or to any member(s) of the Sponsor or any of their affiliates;
(b) in the case of an
individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such
individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in the case of an
individual, by virtue of the laws of descent and distribution upon death of such person;
(d) in the case of an
individual, pursuant to a qualified domestic relations order;
(e) by private sales
or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an
initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased;
(f) by virtue of the
laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor;
(g) in the event of the
Company’s liquidation prior to the consummation of a Business Combination; and
(h) in the event that,
subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction which results in all of its shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property; provided, however, that, in the case of clauses (a) through (f), these transferees (the “Permitted
Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in
this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the
Sponsor and the Company’s officers and directors.
2.7 Working Capital Warrants.
Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.
2.8 Forward Purchase Warrants.
Each of the Forward Purchase Warrants shall be identical to the Private Placement Warrants.
3. Terms and Exercise of
Warrants.
3.1 Warrant Price. Each
whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase
from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in
Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in
this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,”
to the extent permitted hereunder) at which the Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its
sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than
twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) 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 date that
is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
and (B) terminating at the earliest to occur of: (x) at 5:00 p.m., New York City time on the date that is five (5) years
after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance
with the Company’s Charter (as defined below), if the Company fails to complete a Business Combination, and (z) other than
with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or its Permitted Transferee,
as applicable, with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00
per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof (each, an Inapplicable Redemption”),
at 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable
conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom
being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to an Inapplicable
Redemption) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private
Placement Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees, as applicable, in the event of an
Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in
respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole
discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at
least thirty (30) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any
such extension shall be identical in duration among all the Warrants.
3.3 Exercise of Warrants.
3.3.1 Payment. Subject
to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the
Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or,
in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on
the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Ordinary
Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the
Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is
exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary
Shares and the issuance of such Ordinary Shares, as follows:
(a) in lawful money of
the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire transfer of immediately available
funds;
(b) [Reserved];
(c) with respect to any
Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital Warrant is held by
the Sponsor or its Permitted Transferees, as applicable, by surrendering the Warrants for that number of Ordinary Shares equal to (i) if
in connection with the redemption of Private Placement Warrants or Working Capital Warrants pursuant to Section 6.2 hereof,
as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios
the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess
of the “Sponsor Exercise Fair Market Value,” as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the
Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value”
shall mean the average reported closing price of the Ordinary Shares for the ten (10) trading days ending on the third trading day
prior to the date on which notice of exercise of the 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 Ordinary
Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry
position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name
or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or
countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have been exercised. If fewer
than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained
by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the
Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares
pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under
the Securities Act covering the issuance of the Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a
prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid
exemption therefrom being available, including in connection with an exercise on a “cashless basis” permitted as a result
of a notice of redemption under Section 6.2. No Warrant shall be exercisable for cash or on a “cashless basis”
and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the issuance of the Ordinary Shares
issuable upon such Warrant exercise have been registered or qualified under the securities laws of the state of residence of the Registered
Holder of the Warrants, or an exemption 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 shall not be entitled to exercise such Warrant and such Warrant may
have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrant shall have paid the full purchase
price for the Unit solely for the Ordinary Share underlying such Unit. In no event will the Company be required to net cash settle the
Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant
to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to
the nearest whole number, the number of Ordinary Shares to be issued to such holder.
3.3.3 Valid Issuance.
All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
and non-assessable.
3.3.4 Date of Issuance.
Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued shall for all purposes
be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing
such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the
case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the
Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares
at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.
3.3.5 Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount
as a holder may specify) (the “Maximum Percentage”) of the Ordinary Shares issued and outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned
by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which
the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the
remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). For purposes of the Warrant, in determining the number of issued and outstanding Ordinary
Shares, the holder may rely on the number of issued and outstanding Ordinary Shares as reflected in (1) the Company’s most
recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with
the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company
or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of
the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number
of Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving
effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such
number of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time
to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.
4. Adjustments.
4.1 Share Capitalizations.
4.1.1 Split-Ups. If
after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding Ordinary Shares
is increased by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on
the effective date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on exercise of each
Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering to holders
of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value”
(as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product of (i) the number of
Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for Ordinary Shares) and multiplied by (ii) one (1) minus the quotient of (x) the price
per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price
payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of
the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
No Ordinary Shares shall be issued at less than their par value.
4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s share capital
into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends
(as defined below), (c) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a proposed initial
Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a shareholder vote
to amend the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Charter”)
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business
combination or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering (the “Public Shares”)
if the Company does not complete the Business Combination within the period set forth in the Charter or (B) with respect to any
other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection
with the redemption of Public Shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution
of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary
Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash
dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise
of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering) but only with respect to the amount
of the aggregate cash dividends or cash distributions equal to or less than $0.50.
4.2 Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding
Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number
of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Ordinary
Shares.
4.3 Adjustments in Warrant
Price.
4.3.1 Whenever the number
of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.
4.3.2 If (x) the Company
issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial
Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective
issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined
in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders
or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the
initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and
(z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day
prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, the $18.00 per share redemption trigger price referred to in Section 6.1 and Section 6.2
shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00
per share redemption trigger price referred to in Section 6.2, shall be adjusted (to the nearest cent) to be equal to the
higher of the Market Value and the Newly Issued Price.
4.4 Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a
change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary
Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another
entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another entity of the assets or other
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders
of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would
have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the
kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable
shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation
or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted
by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by shareholders of the Company as provided for in the Charter or as a result of the redemption of Ordinary Shares by the Company
if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than
50% of the issued and outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the
highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary
Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided
further that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable
in the form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered
Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event
by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount
(in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction
minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below).
The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the
applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price
of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the
90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement
of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal
to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to
holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases,
the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary
Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2,
4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par
value per share issuable upon exercise of the Warrant.
4.5 Notices of Changes in
Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant, the Company
shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to
each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
4.6 No Fractional Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Ordinary Shares upon
the exercise or redemption 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 or redemption of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.
4.7 Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant
to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
4.8 Other Events. In
case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall
give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and
purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company
shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.
4.9 No Adjustment. For
the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion
ratio of the Company’s Class B ordinary shares (the “Class B Ordinary Shares”) into Ordinary
Shares or the conversion of the Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Charter.
5. Transfer and Exchange
of Warrants.
5.1 Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled
shall be delivered by the Warrant Agent to the Company from time to time upon request.
5.2 Procedure for Surrender
of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry
Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be transferred
only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor
depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as
in the case of the Private Placement Warrants, the Working Capital Warrants and the Forward Purchase 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 Ordinary Share Equals or Exceeds $18.00. Subject to Section 6.5 hereof, not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant;
provided that (a) the Reference Value (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 Ordinary Shares
issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as
defined in Section 6.3 below).
6.2 Redemption of Warrants
When the Price per Ordinary Share Equals or Exceeds $10.00. Subject to Section 6.5 hereof, not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant,
provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4
hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4
hereof), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants.
During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants
may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of Ordinary
Shares determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to
expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2)
(a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption
Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately
following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection
with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair
Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.
|
Redemption Date
|
|
Redemption Fair Market Value of Class A Ordinary Shares
|
|
(period
to expiration
of warrants)
|
|
<10.00
|
|
11.00
|
|
12.00
|
|
13.00
|
|
14.00
|
|
15.00
|
|
16.00
|
|
17.00
|
|
>18.00
|
|
|
60 months
|
|
0.261
|
|
0.281
|
|
0.297
|
|
0.311
|
|
0.324
|
|
0.337
|
|
0.348
|
|
0.358
|
|
0.361
|
|
|
57 months
|
|
0.257
|
|
0.277
|
|
0.294
|
|
0.310
|
|
0.324
|
|
0.337
|
|
0.348
|
|
0.358
|
|
0.361
|
|
|
54 months
|
|
0.252
|
|
0.272
|
|
0.291
|
|
0.307
|
|
0.322
|
|
0.335
|
|
0.347
|
|
0.357
|
|
0.361
|
|
|
51 months
|
|
0.246
|
|
0.268
|
|
0.287
|
|
0.304
|
|
0.320
|
|
0.333
|
|
0.346
|
|
0.357
|
|
0.361
|
|
|
48 months
|
|
0.241
|
|
0.263
|
|
0.283
|
|
0.301
|
|
0.317
|
|
0.332
|
|
0.344
|
|
0.356
|
|
0.361
|
|
|
45 months
|
|
0.235
|
|
0.258
|
|
0.279
|
|
0.298
|
|
0.315
|
|
0.330
|
|
0.343
|
|
0.356
|
|
0.361
|
|
|
42 months
|
|
0.228
|
|
0.252
|
|
0.274
|
|
0.294
|
|
0.312
|
|
0.328
|
|
0.342
|
|
0.355
|
|
0.361
|
|
|
39 months
|
|
0.221
|
|
0.246
|
|
0.269
|
|
0.290
|
|
0.309
|
|
0.325
|
|
0.340
|
|
0.354
|
|
0.361
|
|
|
36 months
|
|
0.213
|
|
0.239
|
|
0.263
|
|
0.285
|
|
0.305
|
|
0.323
|
|
0.339
|
|
0.353
|
|
0.361
|
|
|
33 months
|
|
0.205
|
|
0.232
|
|
0.257
|
|
0.280
|
|
0.301
|
|
0.320
|
|
0.337
|
|
0.352
|
|
0.361
|
|
|
30 months
|
|
0.196
|
|
0.224
|
|
0.250
|
|
0.274
|
|
0.297
|
|
0.316
|
|
0.335
|
|
0.351
|
|
0.361
|
|
|
27 months
|
|
0.185
|
|
0.214
|
|
0.242
|
|
0.268
|
|
0.291
|
|
0.313
|
|
0.332
|
|
0.350
|
|
0.361
|
|
|
24 months
|
|
0.173
|
|
0.204
|
|
0.233
|
|
0.260
|
|
0.285
|
|
0.308
|
|
0.329
|
|
0.348
|
|
0.361
|
|
|
21 months
|
|
0.161
|
|
0.193
|
|
0.223
|
|
0.252
|
|
0.279
|
|
0.304
|
|
0.326
|
|
0.347
|
|
0.361
|
|
|
18 months
|
|
0.146
|
|
0.179
|
|
0.211
|
|
0.242
|
|
0.271
|
|
0.298
|
|
0.322
|
|
0.345
|
|
0.361
|
|
|
15 months
|
|
0.130
|
|
0.164
|
|
0.197
|
|
0.230
|
|
0.262
|
|
0.291
|
|
0.317
|
|
0.342
|
|
0.361
|
|
|
12 months
|
|
0.111
|
|
0.146
|
|
0.181
|
|
0.216
|
|
0.250
|
|
0.282
|
|
0.312
|
|
0.339
|
|
0.361
|
|
|
9 months
|
|
0.090
|
|
0.125
|
|
0.162
|
|
0.199
|
|
0.237
|
|
0.272
|
|
0.305
|
|
0.336
|
|
0.361
|
|
|
6 months
|
|
0.065
|
|
0.099
|
|
0.137
|
|
0.178
|
|
0.219
|
|
0.259
|
|
0.296
|
|
0.331
|
|
0.361
|
|
|
3 months
|
|
0.034
|
|
0.065
|
|
0.104
|
|
0.150
|
|
0.197
|
|
0.243
|
|
0.286
|
|
0.326
|
|
0.361
|
|
|
0 months
|
|
—
|
|
—
|
|
0.042
|
|
0.115
|
|
0.179
|
|
0.233
|
|
0.281
|
|
0.323
|
|
0.361
|
|
The exact Redemption Fair Market Value and Redemption
Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or
the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised
in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and
lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.
The share prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price
is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4 hereof,
the adjusted share prices in the column headings shall equal the unadjusted share prices immediately prior to such adjustment, multiplied
by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator of which is the Warrant Price immediately
after such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by
a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment
and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted,
(a) in the case of an adjustment pursuant to Section 4.3.2 hereof, the adjusted share prices set forth in the column
headings of the table above shall equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the
Market Value and the Newly Issued Price and the denominator of which is $10.00, and (b) in the case of an adjustment pursuant to
Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such
adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event will the number of shares issued
in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).
6.3 Date Fixed for, and Notice of, Redemption;
Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Sections 6.1 or
6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such
period lasting from such time until the Redemption Date, the “30-day Redemption Period”) to the Registered Holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used
in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed
pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last reported sales
price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day
prior to the date on which notice of the redemption is given.
6.4 Exercise After Notice
of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 6.2
of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof
and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price.
6.5 Exclusion of Private
Placement Warrants and Working Capital Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1
hereof shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private
Placement Warrants or Working Capital Warrants continue to be held by the Sponsor or its Permitted Transferees, as applicable and (b) if
the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption
rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants or Working Capital Warrants if at the time
of the redemption such Private Placement Warrants or Working Capital Warrants continue to be held by the Sponsor or any of its Permitted
Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted
Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants pursuant
to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder
of such Private Placement Warrants or Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants
prior to redemption pursuant to Section 6.4. Private Placement Warrants and Working Capital Warrants that are transferred
to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants
and shall become Public Warrants under this Agreement.
7. Other Provisions Relating
to Rights of Holders of Warrants.
7.1 No Rights as Shareholder.
A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders
in respect of the general meeting or the appointment of directors of the Company or any other matter.
7.2 Lost, Stolen, Mutilated,
or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms
as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such
new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.
7.3 Reservation of Ordinary
Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall
be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
7.4 Registration of Ordinary
Shares; Cashless Exercise at Company’s Option.
7.4.1 Registration of the
Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing
of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement
covering, under the Securities Act, the issuance of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use
its commercially reasonable efforts to cause the same to become effective within 60 Business Days after the closing of its initial Business
Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared
effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during
the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless
basis,” 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 Ordinary Shares equal to the lesser of (A) quotient obtained
by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair
Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value and (B) 0.361 Ordinary Shares per
warrant. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price
of the Ordinary Shares for the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is
received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless
exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company
(which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis
in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares
issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such
term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required
to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the
Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under
the first three sentences of this subsection 7.4.1.
7.4.2 Cashless Exercise
at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities
exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities
Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) as described in subsection 7.4.1 and (i) in the event the Company so elects, the Company shall not be required to file
or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise
of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not so elect, the Company
agrees to use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public
Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.
8. Concerning the Warrant
Agent and Other Matters.
8.1 Payment of Taxes.
The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such Ordinary Shares.
8.2 Resignation, Consolidation,
or Merger of Warrant Agent.
8.2.1 Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place
of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his,
her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York,
in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent
with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes
necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of
any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully
and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and
obligations.
8.2.2 Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.
8.2.3 Merger or Consolidation
of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting
from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.
8.3 Fees and Expenses of
Warrant Agent.
8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant
to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.
8.3.2 Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.
8.4 Liability of Warrant
Agent.
8.4.1 Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary
or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this Agreement.
8.4.2 Indemnity. The
Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable
outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the
Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.
8.4.3 Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or
any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.
8.5 Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the
Warrants.
8.6 Waiver. The Warrant
Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any
distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by
and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or
satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against
the Trust Account and any and all rights to seek access to the Trust Account.
9. Miscellaneous Provisions.
9.1 Successors. All the
covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns.
9.2 Notices. Any notice,
statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the
Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Company with the Warrant Agent), as follows:
590 Madison Avenue
34th Floor
New York, New York 10022
Attention: Gerard Cremoux
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
Attention: Compliance Department
in each case, with a copy to:
Shearman & Sterling
LLP
800 Capitol Street, Suite 2200
Houston, TX 77002
Attn: William B. Nelson
Email: bill.nelson@shearman.com
and
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Attn: ECM Legal
Fax: (212) 230-8730
and
Banco BTG Pactual S.A. – Cayman Branch
601 Lexington Avenue,
57th Floor
New York, New York
10022
Attn: Legal Department
Fax: (212) 293-4609
9.3 Applicable Law and Exclusive
Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce
any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America
are the sole and exclusive forum.
Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3.
If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located
within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of New York or the United States District Court for the Southern District of New York
in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having
service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in
the foreign action as agent for such warrant holder.
9.4 Persons Having Rights
under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person 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 for the purpose of (i) curing any ambiguity
or correcting any mistake, including conforming the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus or defective provision contained herein 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 under this Agreement, (ii) to provide for the delivery of an Alternative Issuance pursuant
to Section 4.4 and (iii) to make any amendments that are necessary in the good faith determination of the Company’s board
of directors (taking into account then existing market precedents) to allow for the Warrants to be classified as equity in the Company’s
financial statements; provided that this clause (iii) shall not allow any modification or amendment to this Agreement that would
increase the Warrant Price, shorten the Exercise Period, reduce the $18.00 price trigger in Section 6.1 or reduce the $10.00
or $18.00 price trigger or amounts set forth in the table in Section 6.2 (however, the Company may remove the redemption rights
in Section 6.2 entirely). All other modifications or amendments, including any modification or amendment to increase the Warrant
Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants or Forward Purchase Warrants,
shall require the vote or written consent of the Registered Holders of at least 65% of the number of the then outstanding Public Warrants;
provided that any amendment that solely affects the terms of the Private Placement Warrants or Forward Purchase Warrants or any provision
of this Agreement solely with respect to the Private Placement Warrants or Forward Purchase Warrants shall also require at least 65% of
then outstanding Private Placement Warrants or Forward Purchase Warrants, respectively. Notwithstanding the foregoing, the Company may
lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without
the consent of the Registered Holders.
9.9 Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
|
|
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Warrant Agent
|
[Signature Page to Warrant Agreement]
EXHIBIT A
LEGEND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER
AGREEMENT BY AND AMONG LATAMGROWTH SPAC (THE “COMPANY”), LATAMGROWTH SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH
THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT
TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT
TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A
ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.
EXHIBIT B
[Form of Warrant Certificate]
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE
WARRANT AGREEMENT DESCRIBED BELOW
LATAMGROWTH SPAC
Incorporated Under the Laws of the Cayman Islands
CUSIP [●]
Warrant Certificate
This
Warrant Certificate certifies that , or registered assigns, is the registered
holder of warrants evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase Class A Ordinary Shares, $0.0001 par value per share (the “Ordinary Shares”), of LatAmGrowth SPAC,
a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the Exercise
Period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant
Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United
States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent
referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially
exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If,
upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon
exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary
Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.
The initial Warrant Price
per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.
Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.
Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.
|
|
CONTINENTAL STOCK TRANSFER & TRUST
|
|
|
COMPANY as Warrant Agent
|
|
|
|
[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and
are issued or to be issued pursuant to a Warrant Agreement dated as of , 2021 (the “Warrant Agreement”), duly executed
and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered
Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon
written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to
them in the Warrant Agreement.
Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended,
and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided
for in the Warrant Agreement.
The Warrant Agreement provides
that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares
to be issued to the holder of the Warrant.
Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.
Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.
The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders
payment for such Ordinary Shares to the order of LatAmGrowth SPAC (the “Company”) in the amount of $
in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of
whose address is
and that such Ordinary Shares be delivered to
whose address is . If said number of
Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of ,
whose address is and that such Warrant Certificate be delivered
to , whose address is
.
In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.2 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c) and Section 6.3 of the Warrant Agreement.
In the event that the Warrant
is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of
the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.
In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary
Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary
Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the
name of , whose address is and
that such Warrant Certificate be delivered to ,
whose address is.
[Signature Page Follows]
|
Date:
|
|
|
|
(Signature)
|
|
|
|
|
|
(Address)
|
|
|
|
|
|
(Tax Identification Number)
|
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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR
RULE)).
EXHIBIT C
LEGEND
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE
TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT
TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.
Exhibit 5.1
800 Capitol Street, Suite 2200
Houston, TX 77002
+1.713.354.4900
November 24, 2021
LatAmGrowth SPAC
590 Madison Avenue
34th Floor
New York, NY 10022
LatAmGrowth SPAC
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as special United States counsel to LatAmGrowth SPAC,
a blank check company incorporated as a Cayman Islands exempted company (the “Company”), in connection with the initial
public offering by the Company of (a) 14,950,000 units of the Company (including up to 1,950,000 units subject to an over-allotment option)
(the “Units”), each Unit includes one of the Company’s Class A Ordinary shares, par value $0.0001 per share (“Ordinary
Shares”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Class A Ordinary
Share (the “Warrant(s)”), and (b) all Class A Ordinary Shares and all Warrants to be issued as part of the Units. The
Units, and the Class A Ordinary Shares and Warrants, in each case, included as part of the Units, are collectively referred to herein
as the “Securities.”
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
In that connection, we have reviewed originals or copies of the following:
|
|
(a)
|
The registration statement on Form S-1 of the Company relating to the Securities to be filed on the date hereof with the Securities
and Exchange Commission (the “Commission”) (such registration statement hereinafter referred to as the “Registration
Statement”);
|
|
|
(b)
|
The form of Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between the
Company and BofA Securities, Inc. and Banco BTG Pactual S.A. – Cayman Branch, as representatives
of the several underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters
of the Units, to be filed on the date hereof as Exhibit 1.1 to the Registration Statement;
|
SHEARMAN.COM
Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state
of Delaware, which laws limit the personal liability of partners.
|
|
(c)
|
The form of Unit certificate, to be filed on the date hereof as Exhibit 4.1 to the Registration Statement;
|
|
|
(d)
|
The form of Warrant certificate, to be filed on the date hereof as Exhibit 4.3 to the Registration Statement;
|
|
|
(e)
|
The form of Warrant Agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company,
a New York limited purpose trust company (“CST”), as warrant agent (the “Warrant Agreement”), to
be filed on the date hereof as Exhibit 4.4 to the Registration Statement;
|
|
|
(f)
|
As to matters of fact, the truthfulness of the representations made in the Underwriting Agreement; and
|
|
|
(g)
|
Originals or copies of such other records of the Company, certificates of public officials and officers of the Company and agreements
and other documents as we have deemed necessary as a basis for the opinions expressed below.
|
As used herein, the term “Opinion Documents” means the
Underwriting Agreement, the Warrant Agreement, and the Units.
In our review of the Opinion Documents and other documents, we have
assumed:
|
|
(a)
|
The genuineness of all signatures.
|
|
|
(b)
|
The authenticity of the originals of the documents submitted to us.
|
|
|
(c)
|
The conformity to authentic originals of any documents submitted to us as copies.
|
|
|
(e)
|
That each of the Opinion Documents is the legal, valid and binding obligation of each party thereto, other than the Company, enforceable
against each such party in accordance with its terms.
|
|
|
(i)
|
The Company is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
|
|
|
(ii)
|
The Company has power and authority (corporate or otherwise) to execute, deliver and perform, and has duly authorized, executed and
delivered (except to the extent Generally Applicable Law (as defined below) is applicable to such execution and delivery), the
Opinion Documents to which it is a party.
|
|
|
(iii)
|
The execution, delivery and performance by the Company of the Opinion Documents to which it is a party do not and will not:
|
|
|
(A)
|
contravene its certificate or articles of incorporation, by-laws or other organizational documents; or
|
|
|
(B)
|
except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it.
|
|
|
(g)
|
That the execution, delivery and performance by the Company of the Opinion Documents to which it is a party do not and will not result
in any conflict with or breach of any agreement or document binding on it.
|
|
|
(h)
|
That, except with respect to Generally Applicable Law, no authorization, approval, consent or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance
by the Company of any Opinion Document to which it is a party or, if any such authorization, approval, consent, action, notice or filing
is required, it has been duly obtained, taken, given or made and is in full force and effect.
|
We have not independently established the validity of the foregoing
assumptions.
“Generally Applicable Law” means the federal law
of the United States of America, and the law of the State of New York (including in each case the rules or regulations promulgated thereunder
or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as
being applicable to the Company, the Opinion Documents or the transactions governed by the Opinion Documents. Without limiting the generality
of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule
or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation
is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets
or business of such party or such affiliate.
Based upon the foregoing and upon such other investigation as we have
deemed necessary and subject to the qualifications set forth below, we are of the opinion that:
1.
When the Units are delivered by the Company in accordance with the Underwriting Agreement upon payment of the agreed upon consideration
therefor, the Units will be the valid and binding obligations of the Company, enforceable against the Company in accordance with their
terms.
2.
When the Units are delivered by the Company in accordance with the Underwriting Agreement upon payment of the agreed upon consideration
therefor, the Warrants included in such Units will be the valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms.
Our opinions expressed above are subject to the following qualifications:
|
|
(a)
|
Our opinions are also subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally (including without limitation all laws relating to fraudulent transfers) and possible judicial action
giving effect to governmental actions or foreign laws affecting warrant holders’ rights.
|
|
|
(b)
|
Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).
|
|
|
(c)
|
Our opinions are limited to Generally Applicable Law and we do not express any opinion herein concerning any other law.
|
We hereby consent to the reference to our firm under the heading “Legal
Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations under the Securities Act.
Very truly yours,
/s/ Shearman & Sterling LLP
Exhibit 5.2
|
Our ref
|
PJI/789069-000001/68535186v2
|
LatAmGrowth SPAC
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
19 November 2021
LatAmGrowth SPAC
We have acted as counsel as to Cayman Islands
law to LatAmGrowth SPAC (the "Company") in connection with the Company's registration statement on Form S-1, including
all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "Commission")
under the United States Securities Act of 1933, as amended (the "Act") (including its exhibits, the "Registration
Statement") for the purposes of, registering with the Commission under the Act, the offering and sale to the public of:
|
|
(a)
|
up to 14,950,000 units (including 1,950,000 units, which the several underwriters ("Underwriters"),
for whom BofA Securities, Inc. and Banco BTG Pactual S.A. – Cayman Branch are acting as representatives ("Representatives"),
will have a 45-day option to purchase from the Company to cover over-allotments, if any) ("Units") at an offering price
of US$10 per Unit, each Unit consisting of:
|
|
|
(i)
|
one Class A ordinary share of a par value of US$0.0001 of the Company ("Class A Ordinary Shares");
and
|
|
|
(ii)
|
one-half of one redeemable warrant, each whole warrant exercisable to purchase one Class A Ordinary Share
at a price of US$11.50 per Class A Ordinary Share ("Warrants");
|
|
|
(b)
|
all Class A Ordinary Shares and Warrants issued as part of the Units; and
|
|
|
(c)
|
all Class A Ordinary Shares that may be issued upon exercise of the Warrants included in the Units.
|
This opinion letter is given in accordance with the terms of the Legal
Matters section of the Registration Statement.
1 Documents
Reviewed
We have reviewed originals, copies, drafts or conformed copies of the
following documents:
|
|
1.1
|
The certificate of incorporation dated 20 May 2021 and the memorandum and articles of association of the
Company as registered on 20 May 2021 (the "Memorandum and Articles").
|
|
|
1.2
|
The written resolutions of the board of directors of the Company dated 2 June 2021
(the "Resolutions") and the corporate records of the Company maintained at its registered office in the Cayman Islands.
|
|
|
1.3
|
A certificate of good standing with respect to the Company issued by the Registrar
of Companies (the "Certificate of Good Standing").
|
|
|
1.4
|
A certificate from a director of the Company a copy of which is attached to this opinion
letter (the "Director's Certificate").
|
|
|
1.5
|
The Registration Statement.
|
|
|
1.6
|
A draft of the form of the unit certificate representing the Units (the "Unit Certificate").
|
|
|
1.7
|
A draft of the form of the warrant agreement and the warrant certificate constituting
the Warrants (the "Warrant Documents").
|
|
|
1.8
|
A draft of the underwriting agreement between the Company and the Representatives.
|
The documents listed in paragraphs 1.6
to 1.8 inclusive above shall be referred to collectively herein as the "Documents".
2 Assumptions
The following opinions are given only
as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only
relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have
relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate
and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
|
|
2.1
|
The Documents have been or will be authorised and duly executed and unconditionally
delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws
of the Cayman Islands).
|
|
|
2.2
|
The Documents are, or will be, legal, valid, binding and enforceable against all relevant
parties in accordance with their terms under the laws of the State of New York (the "Relevant Law") and all other relevant
laws (other than, with respect to the Company, the laws of the Cayman Islands).
|
|
|
2.3
|
The choice of the Relevant Law as the governing law of the Documents has been made
in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any
other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the
laws of the Cayman Islands).
|
|
|
2.4
|
Copies of documents, conformed copies or drafts of documents provided to us are true
and complete copies of, or in the final forms of, the originals.
|
|
|
2.5
|
All signatures, initials and seals are genuine.
|
|
|
2.6
|
The capacity, power, authority and legal right of all parties under all relevant laws
and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally
deliver and perform their respective obligations under the Documents.
|
|
|
2.7
|
No invitation has been or will be made by or on behalf of the Company to the public
in the Cayman Islands to subscribe for any of the Units, the Warrants or the Class A Ordinary Shares.
|
|
|
2.8
|
There is no contractual or other prohibition or restriction (other than as arising
under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under
the Documents.
|
|
|
2.9
|
No monies paid to or for the account of any party under the Documents or any property
received or disposed of by any party to the Documents in each case in connection with the Documents or the consummation of the transactions
contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in
the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).
|
|
|
2.10
|
There is nothing under any law (other than the laws of the Cayman Islands) which would
or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.
|
|
|
2.11
|
The Company will receive money or money's worth in consideration for the issue of
the Class A Ordinary Shares and none of the Class A Ordinary Shares were or will be issued for less than par value.
|
Save as aforesaid we have not been instructed to undertake
and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.
3 Opinions
Based upon, and subject to, the foregoing assumptions and the
qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
|
|
3.1
|
The Company has been duly incorporated as an exempted company with limited liability
and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.
|
|
|
3.2
|
The Class A Ordinary Shares to be offered and issued by the Company as contemplated
by the Registration Statement (including the issuance of Class A Ordinary Shares upon the exercise of the Warrants in accordance with
the Warrant Documents) have been duly authorised for issue, and when issued by the Company against payment in full of the consideration
as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement (including the issuance
of Class A Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents), such Class A Ordinary Shares will
be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in
the register of members (shareholders).
|
|
|
3.3
|
The execution, delivery and performance of the Unit Certificate and the Warrant Documents
have been authorised by and on behalf of the Company and, once the Unit Certificate and the Warrant Documents have been executed and delivered
by any director or officer of the Company, the Unit Certificate and the Warrant Documents will be duly executed and delivered on behalf
of the Company and will constitute the legal, valid and binding
obligations of the Company enforceable in accordance with their terms.
|
4 Qualifications
The opinions expressed above are subject to the following qualifications:
|
|
4.1
|
The term "enforceable" as used above means that the obligations assumed
by the Company under the Documents are of a type which the courts of the Cayman Islands will enforce. It does not mean that those obligations
will necessarily be enforced in all circumstances in accordance with their terms. In particular:
|
|
|
(a)
|
enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation,
readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;
|
|
|
(b)
|
enforcement may be limited by general principles of equity. For example, equitable
remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;
|
|
|
(c)
|
where obligations are to be performed in a jurisdiction outside the Cayman Islands,
they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;
and
|
|
|
(d)
|
some claims may become barred under relevant statutes of limitation or may be or become
subject to defences of set off, counterclaim, estoppel and similar defences.
|
|
|
4.2
|
To maintain the Company in good standing with the Registrar of Companies under the
laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed
by law.
|
|
|
4.3
|
Under Cayman Islands law, the register of members (shareholders) is prima facie
evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited
circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects
the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company
should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware,
such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances
or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order
for rectification of the register of members of the Company, but if such an application were made in respect of the Class A Ordinary Shares,
then the validity of such shares may be subject to re-examination by a Cayman Islands court.
|
|
|
4.4
|
Except as specifically stated herein, we make no comment with respect to any representations
and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter
or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.
|
|
|
4.5
|
In this opinion letter, the phrase "non-assessable" means, with respect
to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments
or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud,
the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared
to pierce or lift the corporate veil).
|
We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement and to the references to our firm under the headings "Legal Matters", "Risk
Factors", "Shareholders' Suits" and "Enforcement of Civil Liabilities" in the prospectus included in the Registration
Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section
7 of the Act or the Rules and Regulations of the Commission thereunder.
This opinion letter is addressed to you and may
be relied upon by you, your counsel and purchasers of Units pursuant to the Registration Statement. This opinion letter is limited to
the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder (Dubai) LLP
Maples and Calder (Dubai) LLP
LatAmGrowth SPAC
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
18 November 2021
|
To:
|
Maples and Calder (Dubai) LLP
|
Burj Daman, Level 14
Dubai International Financial Centre
PO Box 119980
Dubai, United Arab Emirates
LatAmGrowth SPAC (the "Company")
I, the undersigned, being a director of the Company,
am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman
Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in
the Opinion. I hereby certify that:
|
|
1
|
The Memorandum and Articles remain in full force and effect and are unamended.
|
|
|
2
|
The Company has not entered into any mortgages or charges over its property or assets other than those
entered in the register of mortgages and charges of the Company.
|
|
|
3
|
The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without
limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked
in any respect.
|
|
|
4
|
The authorised share capital of the Company is US$22,100. The issued share capital of the Company is 3,737,500
Class B ordinary shares, which have been duly authorised and are validly issued as fully-paid and non-assessable.
|
|
|
5
|
The shareholders of the Company (the "Shareholders") have not restricted the powers of
the directors of the Company in any way.
|
|
|
6
|
The directors of the Company at the date of the Resolutions and at the date of this certificate were and
are as follows:
|
Eduardo Cortina
Michael J. McGuinness
Gerard Cremoux
|
|
7
|
The minute book and corporate records of the Company as maintained at its registered office in the Cayman
Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent
a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened
in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent,
as the case may be.
|
|
|
8
|
Prior to, at the time of, and immediately following the approval of the transactions
contemplated by the Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered,
or will enter, into the transactions contemplated by the Registration Statement for proper value and not with an intention to defraud
or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference.
|
|
|
9
|
Each director of the Company considers the transactions contemplated by the Registration
Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper
purpose of the Company, in relation to the transactions which are the subject of the Opinion.
|
|
|
10
|
To the best of my knowledge and belief, having made due inquiry, the Company is not
the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken
any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver
been appointed over any of the Company's property or assets.
|
|
|
11
|
To the best of my knowledge and belief, having made due inquiry, there are no circumstances
or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members
of the Company.
|
|
|
12
|
The Registration Statement has been, or will be, authorised and duly executed and
delivered by or on behalf of all relevant parties in accordance with all relevant laws.
|
|
|
13
|
No invitation has been made or will be made by or on behalf of the Company to the
public in the Cayman Islands to subscribe for any of the Class A Ordinary Shares.
|
|
|
14
|
The Class A Ordinary Shares to be issued pursuant to the Registration Statement have
been, or will be, duly registered, and will continue to be registered, in the Company's register of members (shareholders).
|
|
|
15
|
The Company is not a central bank, monetary authority or other sovereign entity of
any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.
|
|
|
16
|
There is no contractual or other prohibition or restriction (other than as arising
under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under
the Documents.
|
(Signature Page follows)
I confirm that you may continue to rely on this certificate as being
true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.
|
Signature:
|
/s/GerardCremoux
|
|
|
Name:
|
Gerard
Cremoux
|
|
|
Title:
|
Director
|
|
Exhibit 10.1
[●],
2021
LatAmGrowth SPAC
590 Madison Avenue
34th Floor
New York, NY 10022
|
Re:
|
Initial Public Offering
|
Ladies and Gentlemen:
This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), BofA Securities, Inc.
and Banco BTG Pactual S.A. - Cayman Branch , as representatives (the “Representatives”) of the several underwriters
(each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 13,000,000 of the Company’s units (including
up to 1,950,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised
of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to
purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has
applied to have the Units listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each of LatAmGrowth Sponsor LLC, a Delaware limited liability company (the “Sponsor”)
and the undersigned individuals, each of whom is, or will be, a member of the Company’s board of directors and/or management team
(each of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:
|
|
1.
|
The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him or her in connection therewith.
|
|
|
2.
|
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18 months from the closing of the Public Offering (or up to 21 months, as may be extended by the Company in accordance with its amended and restated memorandum and articles of association, as it may be amended from time to time, the “Charter”), or such later period approved by the Company’s shareholders in accordance with the Company’s Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ (as defined below) rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.
|
|
|
|
The Sponsor and each Insider acknowledges that it, he or she
has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as
a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her (which, for the avoidance of doubt,
shall include any monies deposited in or loans made to the Trust Account for purposes of extending the period of time to consummate a
Business Combination). The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her,
if any, any redemption rights it, he or she may have in connection with (a) the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination, or (b) a
shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with our initial business combination or to redeem 100% of the Offering Shares if the Company has not
consummated a Business Combination within the time period set forth in the Charter or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company
to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation
rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time
period set forth in the Charter).
|
|
|
3.
|
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).
|
|
|
4.
|
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.
|
|
|
5.
|
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,950,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Initial Shareholders agree to forfeit, at no cost, a number of Founder Shares, to be split pro rata between them based on the number of Founder Shares they hold upon the consummation of the Public Offering, equal to 487,500 multiplied by a fraction, (i) the numerator of which is 1,950,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,950,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20% of the Company’s issued and outstanding Class A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the Private Placement Warrants (as defined below)). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Initial Shareholders prior to the Public Offering at 20% of its issued and outstanding Ordinary Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 1,950,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Class A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 487,500 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Initial Shareholders would have to surrender to the Company in order for the Initial Shareholders to hold an aggregate of 20% of the Company’s issued and outstanding Class A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the Warrants or Private Placement Warrants).
|
|
|
6.
|
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), and 7(b), as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
|
|
|
7.
|
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary Shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their shares of Class A Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).
|
|
|
|
(b) The Sponsor and each Insider agrees that it, he or
she shall not Transfer any Private Placement Warrants (or any Class A Ordinary Shares underlying the Private Placement Warrants),
until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).
|
|
|
|
(c) Notwithstanding the provisions set forth in paragraphs
7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying the Private
Placement Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph
7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) in the case
of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member
of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of
an individual, by virtue of laws of descent and distribution upon death of such 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 any forward purchase agreement
or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price
at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of
an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company
agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange
or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A
Ordinary Shares 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) or (g), these permitted transferees must enter
into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained
in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).
|
|
|
8.
|
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.
|
|
|
9.
|
Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination, as well as customary finder’s fees to any advisory director who identifies and introduces the Company to the target in the Company’s business combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.
|
|
|
10.
|
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company.
|
|
|
11.
|
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”); (iii) “Founder Shares” shall mean the 3,737,500 Class B Ordinary Shares issued and outstanding (up to 487,500 of which are subject to complete or partial forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 7,900,000 warrants (or 8,680,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $7,900,000 (or $8,680,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
|
|
|
12.
|
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available pursuant to such policy or policies for any of the Company’s directors or officers.
|
|
|
13.
|
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.
|
|
|
14.
|
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.
|
|
|
15.
|
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.
|
|
|
16.
|
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
|
|
|
17.
|
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
|
|
|
18.
|
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
|
|
|
19.
|
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.
|
|
|
20.
|
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by March 31, 2022; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.
|
[Signature Page Follows]
|
|
Sincerely,
|
|
|
|
|
|
LATAMGROWTH SPONSOR LLC
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
LATAMGROWTH SPAC
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
[Signature Page to Letter Agreement]
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and
between LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation (the “Trustee”).
WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-[·]
(the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public
offering (the “Offering”) of the Company’s units (the “Units”), each of which
consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half
of one redeemable warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Banco BTG
Pactual S.A. – Cayman Branch, as representatives (the “Representatives”) of the several underwriters (the
“Underwriters”) named therein; and
WHEREAS,
as described in the Prospectus, $132,600,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $152,490,000 if the Underwriters’ over-allotment option is exercised in full) after deducting
$2,600,000 in underwriting discounts and commissions payable upon the closing of the Offer (or $2,990,000 if the Underwriters’ over-allotment
option is exercised in full), and an aggregate of $2,700,000 to pay fees and expenses in connection with the closing of the Offering and
working capital, will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United
States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included
in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the
Company will be referred to together as the “Beneficiaries”);
WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $4,550,000, or $5,232,500 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 concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and
WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS
AGREED:
1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at J.P. Morgan Chase Bank N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;
(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;
(e) Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action
by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;
(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;
(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income 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 21 months, as may be extended by the Company
in accordance with its amended and restated memorandum and articles of association) and (2) such later date as may be approved by
the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if
a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses),
shall be distributed to the Public Shareholders of record as of such date;
(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C
(a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the
amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets
of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic
funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority so long
as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed
that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall
have no responsibility to look beyond said request;
(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D
(a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Shareholders
on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business
combination or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering (the “public shares”)
if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and
restated memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’
rights or pre- initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;
and
(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.
2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, 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 and until it is distributed to the Company pursuant to Sections 1(i) through
1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;
(d) In
connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;
(e) Provide
the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;
(f) Unless
otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is
paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds
held in the Trust Account to the Company or any other person;
(g) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and
(h) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.
3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;
(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;
(g) Verify
the accuracy of the information contained in the Registration Statement;
(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;
(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax
obligations, except pursuant to Section 1(j) hereof; or
(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or
1(k) hereof.
4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
5. Termination.
This Agreement shall terminate as follows:
(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement,
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of
copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the
United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or
(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).
6. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.
(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement may be
executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i),
1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of holders
of sixty-five percent (65%) of the votes cast of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001
per share, of the Company, voting together as a single class that attend and vote at a general meeting of the Company; provided that
no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with
a shareholder vote to amend this Agreement (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with our initial business combination or to redeem 100% of its Ordinary Shares if the Company does not complete its initial
Business Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity),
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.
(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic
mail:
|
|
if to the Trustee, to:
|
|
|
|
|
|
Continental Stock Transfer & Trust Company
|
|
|
1 State Street, 30th Floor
|
|
|
New York, New York 10004
|
|
|
Attn: Francis Wolf & Celeste Gonzalez
|
|
|
Email: fwolf@continentalstock.com
Email: cgonzalez@continentalstock.com
|
|
|
|
|
|
if to the Company, to:
|
|
|
|
|
|
LatAmGrowth SPAC
590 Madison Avenue
34th Floor
New York, NY 10022
|
|
|
Attn: Eduardo Cortina
Email: ECortina@clny.com
|
|
|
|
|
|
in each case, with copies to:
|
|
|
|
|
|
Shearman & Sterling LLP
|
|
|
800 Capitol Street, Suite 2200
|
|
|
Houston, TX 77002
|
|
|
Attn: William B. Nelson
|
|
|
Email: Bill.Nelson@shearman.com
|
|
|
|
|
|
and
|
|
|
|
|
|
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
Attn: ECM Legal
Fax: (212) 230-8730
|
|
|
|
|
|
and
|
|
|
|
|
|
Banco BTG Pactual S.A. – Cayman
Branch
601 Lexington Avenue, 57th
Floor
New York, New York 10022
Attn: Legal Department
Fax: (212) 293-4609
|
|
|
|
|
|
and
|
|
|
|
|
|
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attn: Maurice Blanco
Email: Maurice.Blanco@davispolk.com
|
(f) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.
(g) This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.
(h) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.
(i) Each
of the Company and the Trustee hereby acknowledges and agrees that the Representatives on behalf of the Underwriters are third-party beneficiaries
of this Agreement.
(j) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.
[Signature Page Follows]
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
|
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
|
[Signature Page to Investment Management
Trust Agreement]
SCHEDULE A
|
Fee Item
|
|
Time and method of payment
|
|
Amount
|
|
Initial set-up fee.
|
|
Initial closing of Offering by wire transfer.
|
|
$
|
3,500.00
|
|
Trustee administration fee
|
|
Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.
|
|
$
|
10,000.00
|
|
Transaction processing fee for disbursements to Company under Section 1
|
|
Billed to Company following disbursement made to Company under Section 1
|
|
$
|
250.00
|
|
Paying Agent services as required pursuant to Section 1(i) and 1(k)
|
|
Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)
|
|
|
Prevailing rates
|
EXHIBIT A
[Letterhead of Company]
[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 LatAmGrowth SPAC (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this
is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”) to
consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you may
agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)).
On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the
Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer, Co-Executive Chairman or
Vice Chairman, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote
is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds
held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights
and payment of the Deferred Discount directly to the account or accounts directed by the Representatives from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt
of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation
Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such notice as soon thereafter as possible.
|
|
Very truly yours,
|
|
|
|
|
|
LatAmGrowth SPAC
|
|
cc:
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A.
|
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 LatAmGrowth SPAC (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.
In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has
selected __________1 as the effective date for the purpose of determining when the Public Shareholders will be entitled
to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying
Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any
payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
|
|
Very truly yours,
|
|
|
|
|
|
LatAmGrowth SPAC
|
|
cc:
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A.
|
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 Ms. Gonzalez
|
|
Re:
|
Trust Account -Tax Payment Withdrawal Instruction
|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(j) of
the Investment Management Trust Agreement between LatAmGrowth SPAC (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property
as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:
[WIRE INSTRUCTION INFORMATION]
|
|
Very truly yours,
|
|
|
|
|
|
LatAmGrowth SPAC
|
|
cc:
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A.
|
EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mr. Wolf and Ms. Gonzalez
|
|
Re:
|
Trust Account - Shareholder Redemption Withdrawal Instruction
|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(k) of the
Investment Management Trust Agreement between LatAmGrowth SPAC (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest income
earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the
Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.
The Company needs such funds to pay its Public
Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to
approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100%
of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the
Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to
transfer (via wire transfer) such funds promptly upon your receipt of this letter.
|
|
Very truly yours,
|
|
|
|
|
|
LatAmGrowth SPAC
|
|
cc:
|
BofA Securities, Inc.
|
|
|
Banco BTG Pactual S.A.
|
Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of [●], 2021, is made and entered into by and among LatAmGrowth SPAC, a Cayman
Islands exempted company (the “Company”), LatAmGrowth Sponsor LLC, a Delaware limited liability company (the
“Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders”
(each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2
of this Agreement, a “Holder” and collectively the “Holders”).
RECITALS
WHEREAS,
the Company has 3,737,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”),
issued and outstanding, up to 487,500 of which will be surrendered to the Company for no consideration depending on the extent to which
the underwriters of the Company’s initial public offering exercise their over-allotment option;
WHEREAS,
the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary
Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;
WHEREAS,
on the date hereof, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the “Private
Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 7,900,000 private
placement warrants (or up to 8,680,000 warrants to the extent that the over-allotment option in
connection with the Company’s initial public offering is exercised) (the “Sponsor Private Placement Warrants”)
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering;
WHEREAS,
in order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business Combination
(as defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the Company funds as
the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (“Working
Capital Warrants”) at a price of $1.00 per warrant at the option of the lender; and
WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. The
terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment
of the Chief Executive Officer or principal financial officer of the Company, after consultation
with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable
Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were
not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
“Agreement”
shall have the meaning given in the Preamble.
“Board”
shall mean the Board of Directors of the Company.
“Business Combination”
shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one
or more businesses, involving the Company.
“Commission”
shall mean the United States Securities and Exchange Commission.
“Company”
shall have the meaning given in the Preamble.
“Demand Registration”
shall have the meaning given in subsection 2.1.1.
“Demanding Holder”
shall have the meaning given in subsection 2.1.1.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1”
shall have the meaning given in subsection 2.1.1.
“Form S-3”
shall have the meaning given in subsection 2.3.
“Founder Shares”
shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.
“Founder Shares
Lock-up Period” shall mean, with respect to the Founder Shares and any Ordinary Shares issuable upon conversion thereof,
the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent
to the completion of the Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share
(as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on
which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of
the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
“Holders”
shall have the meaning given in the Preamble.
“Insider Letter”
shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s
officers 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.
“Ordinary Shares”
shall have the meaning given in the Recitals hereto.
“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any other lock-up period, as the case may
be, under the Insider Letter, the Private Placement Warrants Purchase Agreement, this Agreement and any other applicable agreement between
such Holder and the Company, and to any transferee thereafter.
“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.
“Private Placement
Lock-up Period” shall mean, with respect to Private Placement Warrants, that are held by the initial purchasers of such
Private Placement Warrants or their Permitted Transferees, and the Ordinary Shares issuable upon the exercise of the Private Placement
Warrants, that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending
30 days after the completion of the Company’s initial Business Combination.
“Private Placement
Warrants” shall have the meaning given in the Recitals hereto.
“Private Placement
Warrants Purchase Agreement” shall have the meaning given in the Recitals hereto.
“Pro Rata”
shall have the meaning given in subsection 2.1.4.
“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable Security”
shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of the Founder Shares, (b) the
Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants), (c) any
outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other
equity security) of the Company held by a Holder as of the date of this Agreement, (d) any equity securities (including the Ordinary
Shares issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital
loans in an amount up to $1,500,000 made to the Company by a Holder (including the Working Capital Warrants and any Ordinary Shares issued
or issuable upon the exercise of the Working Capital Warrants) and (e) any other equity security of the Company issued or issuable
with respect to any such Ordinary Share by way of a share capitalization or share split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security,
such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in
accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such
securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding;
(D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities
have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.
“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any securities exchange on which the Ordinary Shares are then listed;
(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection
with blue sky qualifications of Registrable Securities);
(C) printing, messenger,
telephone and delivery expenses;
(D) reasonable fees and
disbursements of counsel for the Company;
(E) reasonable fees and
disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and
(F) reasonable fees and
expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.
“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Requesting Holder”
shall have the meaning given in subsection 2.1.1.
“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.
“Sponsor”
shall have the meaning given in the Recitals hereto.
“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.
“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the
Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“Working Capital
Warrants” shall have the meaning given in the Recitals hereto.
ARTICLE II
REGISTRATIONS
2.1 Demand Registration.
2.1.1 Request for Registration.
Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date
the Company consummates the Business Combination, the Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable
Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable
Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended
method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within
ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities
of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable
Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s
Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing,
within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written
notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable
Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable,
but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all
Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances
shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under
this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall
not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such
time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting
Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1
of this Agreement.
2.1.2 Effective Registration.
Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand
Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect
to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied
with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration
Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently
interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration
Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop
order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating
such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing,
but in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated
or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration
pursuant to a Demand Registration becomes effective or is subsequently terminated.
2.1.3 Underwritten Offering.
Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders
so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration
shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its
Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering
and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such
Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest
of the Demanding Holders initiating the Demand Registration.
2.1.4 Reduction of Underwritten
Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith,
advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable
Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares
or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested
pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the
maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting
the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar
amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company
shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting
Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if
any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding
Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as
“Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro
Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and
(iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration
pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
2.1.5 Demand Registration
Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting
Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant
to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the
Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration
pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.
2.2 Piggyback Registration.
2.2.1 Piggyback Rights.
If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and
by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration
Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering
of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing
to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing
date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering,
and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a
“Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included
in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten
Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback
Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the
sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such
Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.
2.2.2 Reduction of Piggyback
Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares,
if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other
than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested
pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant
to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities,
then:
(a) If the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof (pro rata based on
the respective number of Registrable Securities that such Holder has requested be included in such Registration), which can be sold without
exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written
contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number
of Securities;
(b) If the Registration
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any
such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other
than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders
exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of
Registrable Securities that each Holder has requested be included in such Registration and the aggregate number of Registrable Securities
that the Holders have requested to be included in such Registration, which can be sold without exceeding the Maximum Number of Securities;
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B),
the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is
obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding
the Maximum Number of Securities.
2.2.3 Piggyback Registration
Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason
whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw
from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such
Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons
pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with
a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this subsection 2.2.3.
2.2.4 Unlimited Piggyback
Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted
as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3 Registrations on Form S-3.
The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415
under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their
Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”);
provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within
five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration
on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of
Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s
Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after
the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after
the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such
portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or
Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3
hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with
the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable
Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.
2.4 Restrictions on Registration
Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the
date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration
and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection
2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to
become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain
the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would
be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration
Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board
stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement
to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the
Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that
the Company shall not defer its obligation in this manner more than once in any 12-month period.
ARTICLE III
COMPANY
PROCEDURES
3.1 General Procedures.
If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration
of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities
in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with
the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best
efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such
Registration Statement have been sold;
3.1.2 prepare and file with
the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as
may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the
intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing a Registration
Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of
Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as
proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents
incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and
such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel
for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering
of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such
action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts
and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take
any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;
3.1.5 cause all such Registrable
Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are
then listed;
3.1.6 provide a transfer agent
or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration
Statement;
3.1.7 advise each seller of
such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by
the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such
purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued;
3.1.8 at least five (5) days
prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement furnish
a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly
upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;
3.1.9 notify the Holders at
any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening
of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,
and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative
of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney
or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the
Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested
by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name
of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment
or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration
Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing
each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company
shall include unless contrary to applicable law;
3.1.11 obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration
which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the
participating Holders;
3.1.12 on the date the Registrable
Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company
for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if
any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement
agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters,
and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13 in the event of any Underwritten
Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter
of such offering;
3.1.14 make available to its
security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning
with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);
3.1.15 if the Registration involves
the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in any Underwritten Offering; and
3.1.16 otherwise, in good faith,
cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
3.2 Registration Expenses.
The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall
bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts,
brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all
reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements for Participation
in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to
a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis
provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers
of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under
the terms of such underwriting arrangements.
3.4 Suspension of Sales;
Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement,
each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented
or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement
or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the
use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of
any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company
to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend,
immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection
with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section 3.4.
3.5 Reporting Obligations. As long as any
Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants
to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish
the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as
any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by
such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions.
Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether
it has complied with such requirements.
ARTICLE IV
INDEMNIFICATION
AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees to
indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls
such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’
fees) 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 (plus local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying
party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot
be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such
settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.
4.1.4 The indemnification provided
for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company
and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested
by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable
for any reason.
4.1.5 If the indemnification
provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of
indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses,
claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party
and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified
party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied
by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving
rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or
other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto
agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation
or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE V
MISCELLANEOUS
5.1 Notices. Any notice
or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party
to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier
service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in
the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it
is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the
addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 590 Madison Avenue,
34th Floor, New York, NY 10022 and, if to any Holder, at such Holder’s address or contact information as set forth in
the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice
to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided
in this Section 5.1.
5.2 Assignment; No Third
Party Beneficiaries.
5.2.1 This Agreement and the
rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
5.2.2 Prior to the expiration
of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such
Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable
Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions
set forth in this Agreement.
5.2.3 This Agreement and the
provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns
of the Holders, which shall include Permitted Transferees.
5.2.4 This Agreement shall not
confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2
hereof.
5.2.5 No assignment by any party
hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the
Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the
written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement
(which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as
provided in this Section 5.2 shall be null and void.
5.3 Counterparts. This
Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.
5.4 Governing Law; Venue.
NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS
ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED
IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK, AND EACH
PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
5.5 Amendments and Modifications.
Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in
question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,
covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment
hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the capital shares of the
Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so
affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder
or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder
or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.
5.6 Other Registration
Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require
the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed
by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
5.7 Term. This Agreement
shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all
of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred
to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter
by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration
pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The
provisions of Section 3.5 and Article IV shall survive any termination.
[Signature Page Follows]
IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
|
|
COMPANY:
|
|
|
|
|
|
Latamgrowth spac, a Cayman Islands exempted company
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
HOLDERS:
|
|
|
|
|
|
LatAMGROWTH
SPONSOR LLC, a Delaware limited liability company
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
[Signature Page to Registration Rights
Agreement]
[Signature Page to Registration Rights
Agreement]
Exhibit 10.4
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [·], 2021 (as it may
from time to time be amended, this “Agreement”), is entered into by and between LatAmGrowth SPAC, a Cayman
Islands exempted company (the “Company”), and LatAmGrowth Sponsor 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 Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and
one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50
per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 7,900,000 warrants (or
8,680,000 in the aggregate if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private
Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Ordinary 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, an aggregate of 7,900,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price
of $7,900,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to
the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On
the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the
Purchaser, or effect such delivery in book-entry form.
(ii) On
the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”,
and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an
aggregate of 780,000 additional Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $780,000
(if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase
Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the
Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions.
On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its
option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the
Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
C. Terms of
the Private Placement Warrants.
(i) Each Private
Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection
with the Public Offering (a “Warrant Agreement”).
(ii) At the time
of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Private Placement Warrants and the Shares underlying the Private Placement Warrants.
Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the
Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive
the Closing Date) that:
A. Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of
the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected
to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
B. Authorization;
No Breach.
(i) The execution,
delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing
Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. 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 the 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,
the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective
terms hereof and thereof by the Company, do not and will not as of the 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 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 Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof
or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to
which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required
after the date hereof under federal or state securities laws.
C. Title to
Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration
in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly
issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants
and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any
kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.
E. Regulation
D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders
of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell
the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and
warranties shall survive each Closing Date) that:
A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.
B. Authorization;
No Breach.
(i) This Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution
and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not
and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of
any agreement, instrument, order, judgment or decree to which the Purchaser is subject.
C. Investment
Representations.
(i) The Purchaser
is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise
(collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not
with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The ultimate
parent of the Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D,
and the ultimate parent of the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D under the Securities Act.
(iii) The Purchaser
understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements
of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such
exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv) The Purchaser
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act.
(v) The Purchaser
has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the
offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions
of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high
degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision with respect to the acquisition of the Securities.
(vi) The Purchaser
understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.
(vii) The Purchaser
understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the
Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 is not available
for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers
that have been at any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition
if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell
company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all
Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the
issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed
from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not
a shell company.
(viii) The Purchaser
has such knowledge and experience in financial and business matters, knows 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 investment in the Securities.
Section 4. Conditions
of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Warrants
is 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. The Company shall have entered into the Warrant Agreement with a warrant agent 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 hereunder.
D. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the
Warrant Agreement.
E. Warrant
Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Company.
Section 6. Termination. This
Agreement may be terminated at any time after [●] 2021 upon the election by either the Company
or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.
Section 7. Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing
Date.
Section 8. Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1
the Company plans to file with the U.S. Securities and Exchange Commission, under the Securities Act.
Section 9. Miscellaneous.
A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, 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.
D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.
F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto.
[Signature Page Follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
|
|
COMPANY:
|
|
|
|
|
|
LATAMGROWTH SPAC
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
PURCHASER:
|
|
|
|
|
|
LATAMGROWTH SPONSOR LLC
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
[Signature Page to Private Placement Warrants
Purchase Agreement]
Exhibit 10.5
FORM OF
INDEMNITY AGREEMENT
THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of [·],
2021, by and between LatAmGrowth SPAC, a Cayman Islands exempted company (the “Company”), and _____________
(“Indemnitee”).
RECITALS
WHEREAS,
highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of such corporations;
WHEREAS,
the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving
the Company and its subsidiaries, if any, from certain liabilities;
WHEREAS,
directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive
and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company
or business enterprise itself;
WHEREAS,
the amended and restated memorandum and articles of association of the Company (the “Charter”) require indemnification
of the officers and directors of the Company, Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands
law and the Charter provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplates that contracts
may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless,
exoneration, advancement and reimbursement rights;
WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of
the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such
protection in the future;
WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to
advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve
the Company free from undue concern that they will not be so protected against liabilities;
WHEREAS,
this Agreement is a supplement to and in furtherance of the Charter and any resolutions adopted pursuant thereto, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee
may not be willing to serve as an officer or director, advisor or in another capacity, without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that he or she be so indemnified;
NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant
and agree as follows:
TERMS
AND CONDITIONS
1. SERVICES
TO THE COMPANY. Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity
of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his or her
resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect as provided
in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s
service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
2. DEFINITIONS.
As used in this Agreement:
(a) The
term “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a
director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company.
(b) The
terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
(c) The
term “Cayman Court” shall mean the courts of the Cayman Islands.
(d) The
term “Change in Control” shall mean the occurrence of the earliest to occur after the date of this Agreement
of any of the following events:
(i)
Acquisition of Shares by Third Party. Other than an affiliate of LatAmGrowth Sponsor LLC (the “Sponsor”),
any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen
percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the
election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person
results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors,
or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute
a Change in Control under part (iii) of this definition;
(ii)
Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election
by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors
then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively,
the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
(iii)
Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination involving the Company and one or more businesses (a “Business Combination”), in each case,
unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial
Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to
vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business
Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor,
no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15%
or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the
surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority
of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution
of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
(iv)
Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series
of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring
the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with
such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
(v)
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the
Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
(e) The
term “Companies Law” shall mean the Companies Law (2018 Revision) of the Cayman Islands, as amended from time
to time.
(f) The
term “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general
partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person
is or was serving at the request of the Company.
(g) The
term “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding
(as defined below) in respect of which indemnification is sought by Indemnitee.
(h) The
term “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving
at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
(i) The
term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(j) The
term “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations
or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time
spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium,
security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(k) The
term “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters
of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to
a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any
person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
(l) The
term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act
as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries
(as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the
Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions
as their ownership of shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the shareholders
of the Company in substantially the same proportions as their ownership of shares of the Company.
(m) The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise
by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken
by him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason
of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing
member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.
(n) The
term “Serving at the request of the Company” shall include any service as a director, officer, employee, agent
or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with
respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall
be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this
Agreement.
(o) The
term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership,
joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by that Person.
3. INDEMNITY
IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate
Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party
to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company
to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe
that his or her conduct was unlawful.
4. INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify,
hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened
to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure
a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall
be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for
Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought
or the Cayman Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5. INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27,
to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,
on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the
fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is
not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue,
or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.
6. INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee is not a party,
he or she shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses
actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
7. ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5
and except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or
in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No
indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s
conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not
in good faith or which involves intentional misconduct or a knowing violation of the law.
8. CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY.
(a) To
the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this
Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless
or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities,
fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee
to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against
Indemnitee.
(b) The
Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined
in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(c) The
Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought
by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
9. EXCLUSIONS.
Notwithstanding any provision in this Agreement except for Section 27, the Company shall not be obligated under this Agreement
to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for
which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision
or otherwise, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other
indemnity or advancement provision or otherwise;
(b) for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common
law; or
(c) except
as otherwise provided in Sections 14(e)-(f) hereof, prior to a Change in Control, in connection with any Proceeding (or any
part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part
of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment,
in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances
from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.
10. ADVANCES
OF EXPENSES; DEFENSE OF CLAIM.
(a) Notwithstanding
any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within
three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements
requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted
by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding
shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to
the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company
under the provisions of this Agreement, the Charter, applicable law or otherwise. This Section 10(a) shall not apply
to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.
(b) The
Company will be entitled to participate in the Proceeding at its own expense.
(c) The
Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty
or limitation on Indemnitee without Indemnitee’s prior written consent.
11. PROCEDURE
FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
(a) Indemnitee
agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights, or
advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement, or otherwise.
(b) Indemnitee
may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.
Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole
discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12(a) of this Agreement.
12. PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION.
(a) A
determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific
case by one of the following methods: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum
of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control has occurred,
by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will
advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description
of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification,
payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the
person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing
to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or
Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
(b) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof,
the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the
Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets
the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel
is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel
so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined
in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days
after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and
the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person
so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected
may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined
that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification
pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company
or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been made by the Company or Indemnitee to
the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Cayman
Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of
this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).
(c) The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.
13. PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS.
(a) In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure
of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that
Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has
not met the applicable standard of conduct.
(b) If
the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made
and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided,
however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person,
persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time
for the obtaining or evaluating of documentation and/or information relating thereto.
(c) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, trustees, general partners, managers or managing members of the Enterprise in the course of their duties, or on the
advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or
managing member of the Enterprise, or on information or records given or reports made to the Enterprise, its Board, any committee of the
Board or any director, trustee, general partner, manager or managing member of the Enterprise, by an independent certified public accountant
or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general
partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit
in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth
in this Agreement.
(e) The
knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
14. REMEDIES
OF INDEMNITEE.
(a) In
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely
made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been
made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request
for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last
sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request
therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment
of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration
rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee
shall be entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration, contribution or advancement
rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth
herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company
shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In
the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted
in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled
to be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden
of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may
be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement
adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee
shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made
with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(c) If
a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.
(d) The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or
before any such arbitrator that the Company is bound by all the provisions of this Agreement.
(e) The
Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by
Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest
extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration
brought by Indemnitee (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification,
hold harmless, exoneration, advancement or contribution agreement or provision of the Charter now or hereafter in effect; or (ii) for
recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and
whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution
or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(f) Interest
shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless
or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on which Indemnitee requests
indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date
on which such payment is made to Indemnitee by the Company.
15. SECURITY.
Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board, the Company may at any
time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line
of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the
prior written consent of Indemnitee.
16. NON-EXCLUSIVITY;
SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a) The
rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time
be entitled under applicable law, the Charter, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement
in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related
to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the
extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration
rights or advancement of Expenses than would be afforded currently under the Charter or this Agreement, then this Agreement (without any
further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee to
the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other right or remedy.
(b) The
Companies Law and the Charter permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements
including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)
on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity
as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would
have the power to indemnify him or her against such liability under the provisions of this Agreement or under the Companies Law, as it
may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit
or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the
execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations
of the Company or the other party or parties thereto under any such Indemnification Arrangement.
(c) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees,
partners, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the
request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage available for any such director, officer, trustee, partner, managing member, fiduciary, employee or agent under
such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party
or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give
prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result
of such Proceeding in accordance with the terms of such policies.
(d) In
the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(e) The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at
the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement
of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.
(f) To
the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by the Sponsor or its affiliates
(other than the Company) as applicable, (i) the Company shall be the indemnitor of first resort (i.e., that its obligations
to Indemnitee are primary and any obligation of the Sponsor or its respective affiliates, as applicable, to advance expenses or to provide
indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) the Company shall be required to
advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all claims, liabilities, damages,
losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties
and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) to the extent legally
permitted and as required by the terms of this Agreement, the Company’s organizational documents or other agreement, without regard
to any rights Indemnitee may have against the Sponsor or its affiliates, as applicable, and (iii) the Company irrevocably waives,
relinquishes and releases the Sponsor and its affiliates, as applicable, from any and all claims against them for contribution, subrogation
or any other recovery of any kind in respect thereof. No advancement or payment by the Sponsor or its affiliates, as applicable, on behalf
of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and
the Sponsor and its affiliates, as applicable, shall have a right of contribution and be subrogated to the extent of such advancement
or payment to all of the rights of recovery of Indemnitee against the Company.
17. DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as
a director or officer of the Company or as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any
other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request
of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of
appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her
Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred for which indemnification
or advancement can be provided under this Agreement.
18. SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any
Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest
extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested thereby.
19. ENFORCEMENT
AND BINDING EFFECT.
(a) The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order
to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director, officer or key employee of the Company.
(b) Without
limiting any of the rights of Indemnitee under the Charter as they may be amended from time to time, this Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c) The
indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall
be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or director or officer of any
other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.
(d) The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially
all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.
(e) The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief
and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive
relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may
be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such
specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions,
without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a
waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, and the Company hereby waives any such
requirement of such a bond or undertaking to the fullest extent permitted by law.
20. MODIFICATION
AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this
Agreement nor shall any waiver constitute a continuing waiver.
21. NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is
so mailed:
(a) If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide
in writing to the Company.
(b) If
to the Company, to:
LatAmGrowth SPAC
590 Madison Avenue
34th Floor
New York, NY 10022
With a copy, which shall not constitute notice, to
Shearman & Sterling LLP
Bank of America Tower
800 Capitol Street, Suite 2200
Houston, Texas 77002
Attn: William B. Nelson
Tel: (713) 354-4900
or to any other address as may have been furnished
to Indemnitee in writing by the Company.
22. APPLICABLE
LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law,
the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection
with this Agreement shall be brought only in the Cayman Court and not in any state or federal court in the United States of America or
any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Cayman Court for purposes of any action
or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action
or proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the Cayman Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
23. IDENTICAL
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against
whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24. MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.
25. PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from
the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released
unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations
is otherwise applicable to any such cause of action such shorter period shall govern.
26. ADDITIONAL
ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required
to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected
or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
27. WAIVER
OF CLAIMS TO TRUST ACCOUNT. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that it does
not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust
account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares
issued in such offering (the “Trust Account”), and hereby waives any Claim it may have in the future as a result
of, or arising out of, any services provided to the Company and will not seek recourse against such Trust Account for any reason whatsoever.
Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the
Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the
Company consummates an initial business combination.
28. MAINTENANCE
OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for
which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance
companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the
Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under
such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the
Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
[Signature Page Follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
|
|
LATAMGROWTH SPAC
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INDEMNITEE
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Address:
|
|
[Signature Page to Indemnity Agreement]
Exhibit 10.6
THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO LATAMGROWTH
SPAC THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
|
Principal Amount: Up to U.S.$300,000
|
|
|
Dated as of June 2, 2021
|
FOR
VALUE RECEIVED and subject to the terms and conditions set forth herein, LatAmGrowth SPAC, a Cayman Islands exempted company (“Maker”),
promises to pay to, or order to pay to, LatAmGrowth Sponsor LLC, a Delaware
limited liability company (“Payee”), the principal sum of Three Hundred Thousand U.S. Dollars (U.S.$300,000) or such
lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below)
in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made
by check or wire transfer of immediately available funds or as otherwise determined by 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 entire unpaid principal balance of this Note shall be due and payable in full on the earlier of: (i) June 15, 2022, and
(ii) the date on which Maker consummates an initial public offering of its securities (such earlier date of (i) and (ii), the
“Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). The principal balance
may be prepaid at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including but not
limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker
hereunder.
2. Drawdown
Requests. Maker and Payee agree that Maker may request, from time to time, up to Three Hundred
Thousand U.S. Dollars (U.S.$300,000) in drawdowns under this Note to be used for costs and expenses related to Maker’s proposed
initial public offering of its securities (the “IPO”), including its formation. The principal of this Note may be drawn
down from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”). Each
Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand U.S. Dollars (U.S.$10,000) unless
agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown
Request; provided, however, that the maximum principal amount of drawdowns outstanding under this Note at any time may not
exceed Three Hundred Thousand U.S. Dollars (U.S.$300,000). No fees, payments or other amounts shall be due to Payee in connection with,
or as a result of, any Drawdown Request by Maker.
3. Interest.
No interest shall accrue on the unpaid principal balance of this Note.
4. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in
the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in
full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Events
of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.
(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 sixty (60) consecutive days.
6. Remedies.
(a) Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of Payee.
7. Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that
may be levied upon pursuant to a judgment obtained by virtue hereof, 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.
8. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance,
default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted
or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee
with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
9. Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be in writing and delivered (i) personally
or sent by first class registered or certified mail, overnight courier service to the address most recently provided to such party or
such other address as may be designated by the other party, (ii) by facsimile to the number most recently provided to such party
or fax number as may be designated in writing by the other 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 the other party. Any notice or
other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.
10. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK.
11. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust
Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right,
title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established
in which proceeds of the IPO (including the deferred underwriting discounts and commissions) and proceeds of the sale of the warrants
issued in a private placement to occur in connection with the IPO are to be deposited, as described in greater detail in the registration
statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
13. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with,
the written consent of Maker and Payee.
14. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.
[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.
|
|
LATAMGROWTH SPAC
|
|
|
|
|
|
By:
|
/s/ Gerard Cremoux
|
|
|
|
Name:
|
Gerard Cremoux
|
|
|
|
Title:
|
Chief Executive Officer
|
Agreed and acknowledged:
|
LATAMGROWTH Sponsor LLC
|
|
|
|
|
|
By:
|
/s/ Eduardo Cortina
|
|
|
|
Name:
|
Eduardo Cortina
|
|
|
|
Title:
|
Authorized Signatory
|
|
[Signature Page to Promissory
Note]
Exhibit 10.7
LATAMGROWTH SPAC
590 Madison Ave, 34th
Floor
New York, NY 10022
|
LatAmGrowth Sponsor LLC
|
June 2,
2021
|
590 Madison Ave, 34th Floor
New York, NY 10022
RE: Securities
Subscription Agreement for Founder Shares
Ladies and Gentlemen:
LatAmGrowth SPAC, a Cayman Islands
exempted company (the “Company”), is pleased to accept the offer LatAmGrowth Sponsor LLC, a Delaware limited liability
company (the “Subscriber” or “you”), has made to subscribe for 3,737,500 of the Company’s
Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”),
up to 487,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities
(“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”).
For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively,
the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A
Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on
a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Shares” shall be
deemed to include any Class A Shares issued upon conversion of the Class B Shares comprising the Shares. The terms on which
the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares,
are as follows:
1. Subscription
of Shares.
For the sum of US$25,000,
for which the Company acknowledges payment by one of its officers, directors or affiliates on the Subscriber’s behalf to cover a
portion of certain IPO-related offering costs, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes
for the Shares from the Company, 487,500 of which are subject to forfeiture in accordance with Section 3 hereof, on the terms and
subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company
shall register the Shares in the name of the Subscriber on the register of members of the Company and, at its option, deliver to the Subscriber
a certificate registered in the Subscriber’s name representing the Shares (the “Original Certificate”), or effect
such delivery in book-entry form. All references in this Agreement to Shares being forfeited shall take effect as surrenders for no consideration
of such shares as a matter of Cayman Islands law.
2. Representations,
Warranties and Agreements.
2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:
2.1.1 No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Shares.
2.1.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any
agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which
the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3 Incorporation
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of the
State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the
Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity).
2.1.4 Experience,
Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite
period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless
such transaction is registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable
of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Subscriber
must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under
the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to afford a
complete loss of the Subscriber’s investment in the Shares.
2.1.5 Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask
questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own
knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the
information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information
or to make any representations which were not furnished pursuant to this Section 2 and the Subscriber has not relied on any other
representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or
its prospects.
2.1.6 Private
Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning
of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.
2.1.7 Investment
Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for
the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502
of Regulation D under the Securities Act.
2.1.8 Restrictions
on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities” within the
meaning of Rule 144(a)(3) under the Securities Act and the Subscriber understands that any certificates or book-entries representing
the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or
otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration
under the Securities Act, or (ii) an available exemption from registration. The Subscriber agrees that if any transfer of its Shares
or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may, at the Company’s
option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption,
the Subscriber agrees not to resell the Shares. The Subscriber further acknowledges that because the Company is a shell company, Rule 144
may not be available to the Subscriber for the resale of the Shares until at least one year following consummation of the initial business
combination of the Company (which may not occur), despite technical compliance with the requirements of Rule 144 and the release
or waiver of any contractual transfer restrictions.
2.1.9 No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate
on the part of the Subscriber in connection with the transactions contemplated by this Agreement.
2.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to subscribe for the Shares, the Company hereby represents and
warrants to the Subscriber and agrees with the Subscriber as follows:
2.2.1 Incorporation
and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction in which
the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results
or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement.
2.2.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Company’s Memorandum and Articles of Association,
as amended to the date hereof (the “Memorandum and Articles”), (ii) any agreement, indenture or instrument to
which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement,
order, judgment or decree to which the Company is subject.
2.2.3 Title
to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, and registration
in the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessable. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will have or receive good title
to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and
under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws,
and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which:
(i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or
(ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection with
any transactions.
2.2.5 Authorization.
The Class A Shares issuable upon conversion of the Class B Shares have been duly authorized and reserved for issuance upon such
conversion.
3. Forfeiture
of Shares.
3.1 Partial
or No Exercise of the Over-allotment Option. In the event the Overallotment Option granted to the underwriters of the IPO is not exercised
in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit at the time
such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option)
any and all rights to such number of Shares (up to an aggregate of 487,500 Shares and pro rata based upon the percentage of the Over-allotment
Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Ordinary
Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants). Such forfeiture
shall take effect as a surrender for no consideration as a matter of Cayman Islands law, and shall occur upon the expiration, or early
waiver of the Over-allotment Option.
3.2 Termination
of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber
(or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action
as is appropriate to cancel such forfeited Shares.
3.3 Share
Certificates. In the event an adjustment to the Original Certificate, if any, is required pursuant to this Section 3, then the
Subscriber shall return such Original Certificate to the Company or its designated agent as soon as practicable upon its receipt of notice
from the Company advising the Subscriber of such adjustment, following which a new certificate (the “New Certificate”),
if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate, if any,
shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held by the Subscriber
shall be made in book-entry form or the register of members of the Company (as applicable).
4. Waiver
of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber
hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account
which will be established for the benefit of the Company’s public shareholders and into which substantially all of the proceeds
of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases securities
in the IPO or in the aftermarket, any Class A Shares so purchased shall be eligible to receive any liquidating distributions by the
Company. However, in no event will the Subscriber have the right to redeem any shares of Ordinary Shares held by it into funds held in
the Trust Account upon the successful completion of an initial business combination.
5. Restrictions
on Transfer.
5.1 Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) to be dated on or prior to the closing of the IPO by and among the Subscriber, the Company and the other parties thereto,
the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto
(a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to
the Shares proposed to be transferred shall then be effective or (b) the Company has received, if requested by the Company, an opinion
from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration
under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state
securities laws.
5.2 Lock-up.
The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the
Insider Letter. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary exceptions) not to sell, transfer,
pledge, hypothecate or otherwise dispose of all or any part of the Shares until the earliest to occur of: (a) one year after the
completion of the Company’s initial business combination, (b) the date on which the last reported sale price of the Class A
Shares equals or exceeds US$12.00 per share (as adjusted for sub-divisions, share dividends, rights issuances, consolidations, reorganizations,
recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days
after the Company’s initial business combination and (c) the date on which the Company completes a liquidation, merger, amalgamation,
share exchange, reorganization or other similar transaction after the Company’s initial business combination that results in all
of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
5.3 Restrictive
Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:
“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION
OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.”
“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
TERM OF THE LOCKUP.”
5.4 Additional
Shares or Substituted Securities. In the event of the declaration of a share capitalization, the declaration of an extraordinary dividend
payable in a form other than Ordinary Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration, any new, substituted
or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this
Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3.
Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Ordinary
Shares subject to this Section 5 and Section 3.
5.5 Registration
Rights. The Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration
rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).
6. Other
Agreements.
6.1 Further
Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement.
6.2 Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered (i) personally
or sent by first class registered or certified mail, overnight courier service to the address most recently provided to such party or
such other address as may be designated by the other 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 the other 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 the other party.
Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on
the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day
after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
6.3 Entire
Agreement. This Agreement, together with that certain Insider Letter to be entered into between the Subscriber and the Company and
the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement on Form S-1
related to the IPO, embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject
matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret,
change or restrict, the express terms and provisions of this Agreement.
6.4 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto.
6.5 Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or
shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such
waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute
a continuing waiver or consent.
6.6 Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.
6.7 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed
to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.
6.8 Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by
the laws of New York.
6.9 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.
6.10 No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this
Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such
party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right
of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall
entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute
a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice
or demand.
6.11 Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations
made by or on behalf of the parties.
6.12 No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other
compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party
and to bear the cost of legal expenses incurred in defending against any such claim.
6.13 Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
6.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form
of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.
6.15 Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include
the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.
6.16 Mutual
Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the
mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
7. Voting
and Tender of Shares. The Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates
and the board of directors of the Company approves and submits for approval to the Company’s shareholders and shall not seek redemption
or repurchase with respect to any of the Shares in connection with an initial business combination or any amendment to the Company’s
Memorandum and Articles of Association, as amended, prior to an initial business combination. Additionally, the Subscriber agrees not
to tender any Shares in connection with a tender offer presented to the Company’s shareholders in connection with an initial business
combination negotiated by the Company.
8. Indemnification.
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred
as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
[Signature Page Follows]
If the foregoing accurately
sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.
|
|
Very truly yours,
|
|
|
|
|
|
LATAMGROWTH SPAC
|
|
|
|
|
|
By:
|
/s/
Gerard Cremoux
|
|
|
|
Name: Gerard Cremoux
|
|
|
|
Title: Chief Executive Officer
|
|
LATAMGROWTH SPONSOR LLC
|
|
|
|
|
|
By:
|
/s/
Eduardo Cortina
|
|
|
|
Name: Eduardo Cortina
|
|
|
|
Title: Authorized Signatory
|
|
[Signature
Page to Securities Subscription Agreement]
Exhibit 10.8
FORWARD PURCHASE AGREEMENT
This Forward Purchase Agreement
(this “Agreement”) is entered into as of __________, 2021, by and between LatAmGrowth SPAC, a blank check company
incorporated as a Cayman Islands exempted company (the “Company”), and _____________ (the “Purchaser”).
Recitals
WHEREAS, the Company was
incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities (a “Business Combination”);
WHEREAS, the Company has
filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the
“Registration Statement”) for its initial public offering (“IPO”) of 13,000,000 Units
(or 14,950,000 if the underwriters’ over-allotment option (the “IPO Option”) is exercised in full) (the
“Public Units”) at a price of $10.00 per Public Unit, each Public Unit comprised of one of the Company’s
Class A ordinary shares, par value $0.0001 per share (the “Class A Shares,” and the Class A Shares
included in the Public Units, the “Public Shares”), and one-half of one redeemable warrant, where
each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrants,”
and the Warrants included in the Public Units, the “Public Warrants”);
WHEREAS, the Company’s
sponsor, LatAmGrowth Sponsor LLC, a Delaware limited liability company (“Sponsor”), has agreed to purchase an
aggregate of 7,900,000 private placement warrants (or 8,680,000 private placement warrants if the IPO Option is exercised in full) at
a price of $1.00 per whole warrant in a private placement that will close contemporaneously with the closing of the IPO (the “Private
Placement Warrants”);
WHEREAS, following the closing
of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;
WHEREAS, the parties wish
to enter into this Agreement, pursuant to which concurrently with the closing of the Company’s initial Business Combination (the
“Business Combination Closing”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, on a private placement basis, the number of units (the “Forward Purchase Units”)
determined pursuant to Sections 1(a)(ii), (iii) and (iv) hereof, each comprised of one Class A Share (each, a “Forward
Purchase Share”) and one-half of one warrant (each, a “Forward Purchase Warrant”), on
the terms and conditions set forth herein (the Forward Purchase Units, the Forward Purchase Shares, the Forward Purchase Warrants underlying
the Forward Purchase Units and the Class A Shares underlying the Forward Purchase Warrants, the “Forward Purchase Securities”);
WHEREAS, proceeds from the
IPO and the sale of the Private Placement Warrants in an aggregate amount equal to 102% of the gross proceeds from the IPO will be deposited
into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as described
in the Registration Statement; and
WHEREAS, the amounts available
to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing
obtained by the Company in connection with the Business Combination (the “Available Cash”), together with the
proceeds from the sale of the Forward Purchase Units, will be used to satisfy the cash requirements of the Business Combination, including
funding the purchase price and paying expenses and retaining amounts specified in the definitive agreement for the Business Combination
(the “Definitive Agreement”) to be retained for use by the post-Business Combination company for working capital
or other purposes (the “Cash Requirements”);
NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Sale and Purchase.
(a) Forward Purchase
Units.
(i) Subject to Sections
1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up
to a maximum of 4,000,000 Forward Purchase Units (the “Maximum Units”) for a purchase price of $10.00 per Forward
Purchase Unit (the “Forward Purchase Price”), or up to a maximum of $40,000,000 in the aggregate. Each Forward
Purchase Warrant will have the same terms as each Private Placement Warrant, and will be subject to the terms and conditions of the Warrant
Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection
with the IPO, mutatis mutandis.
(ii) The number of Forward
Purchase Units to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:
(A) As soon as reasonably
practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into the Definitive Agreement, the
Company shall provide the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase
Units that it desires the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number
which, after payment of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the
amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number
shall in no event exceed the Maximum Units. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser
with such other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may
reasonably request so that the Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase
of the Forward Purchase Units hereunder.
(B) Within five (5) Business
Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial Purchaser
Notice”) of the decision of its investment committee as to the maximum number of Forward Purchase Units it wishes to purchase
pursuant to this Agreement, if any, which shall not exceed the Maximum Units, which notice shall constitute the binding obligation of
the Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions of this Agreement.
(iii) At least two (2) Business
Days before the Business Combination Closing, the Company shall provide the Purchaser with an updated notice (the “Final Company
Notice”) including:
(A) its determination,
based on the actual number of Public Shares validly submitted for redemption or other changes in the Cash Requirements, of the number
of Forward Purchase Units that it requires the Purchaser to purchase pursuant to this Agreement;
(B) the anticipated date
of the Business Combination Closing; and
(C) instructions for
wiring the Forward Purchase Price.
(iv) In the event that
any Definitive Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed pursuant to clause
(ii) and (iii) above to determine the number of Forward Purchase Units to be purchased by the Purchaser in connection with such
Definitive Agreement shall be disregarded and the provisions of clause (ii) and clause (iii) above must be separately completed
for each Definitive Agreement entered into by the Company.
(v) The closing of the
sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and concurrently with
the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business
Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company the Forward Purchase Price for its Forward Purchase
Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held
in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase
Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such
release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other
restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or
its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event
the Business Combination Closing does not occur within five (5) Business Days of the date scheduled for closing, the Forward Closing
shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price
to the Purchaser. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday,
that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close
in the City of New York, New York.
(b) Legends.
Each register and book entry for the Forward Purchase Securities shall contain a notation, and each certificate (if any) evidencing the
Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:
“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND
MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES
OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”
2. Representations
and Warranties of each Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:
(a) Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.
(b) Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained
in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws.(c) Governmental Consents
and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with,
any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the
transactions contemplated by this Agreement.
(d) Compliance with
Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser
of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational
documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase
order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation
applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its
ability to consummate the transactions contemplated by this Agreement.
(e) Purchase Entirely
for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representations to the Company,
which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities to be
acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser
has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing
this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement
with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase
Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency
thereof.
(f) Disclosure of
Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms
and conditions of the offering of the Forward Purchase Units, as well as the terms of the Company’s proposed IPO, with the Company’s
management.
(g) Restricted Securities.
The Purchaser understands that the offer and sale of the Forward Purchase Units to the Purchaser has not been, and will not be, registered
under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from
the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities
are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the
Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state authorities,
or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no
obligation to register or qualify the Forward Purchase Securities, or any Class A Shares into which the Forward Purchase Securities
may be converted or exercised, for resale, except for the Registration Rights. The Purchaser further acknowledges that if an exemption
from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time
and manner of sale, the holding period for the Forward Purchase Securities, and on requirements relating to the Company which are outside
of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
(h) No Public Market.
The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the Company has made no assurances
that a public market will ever exist for the Forward Purchase Securities.
(j) Accredited Investor.
The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
3. Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:
(a) Incorporation
and Corporate Power. The Company is a blank check company incorporated as a Cayman Islands exempted company and has all requisite
corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.
(b) Capitalization.
On the date hereof, the authorized share capital of the Company consists of:
(i) 200,000,000 Class A
ordinary shares, par value $0.0001, none of which are issued and outstanding.
(ii) 20,000,000 Class B
ordinary shares, par value $0.0001 per share (the “Class B Shares”), 3,737,500 of which are issued and
outstanding. All of the outstanding Class B Shares have been duly authorized, are fully paid and nonassessable and were issued in
compliance with all applicable federal and state securities laws.
(iii) 1,000,000 shares
of preferred stock, par value $0.0001 per share, none of which are issued and outstanding.
(c) Authorization.
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company
to enter into this Agreement, and to issue the Forward Purchase Securities at the Forward Closing, and the securities issuable upon exercise
of the Forward Purchase Warrants, has been taken or will be taken prior to the Forward Closing. All action on the part of the shareholders,
directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of
the Company under this Agreement to be performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase Securities
and the securities issuable upon exercise of the Forward Purchase Warrants has been taken or will be taken prior to the Forward Closing.
This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies,
or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or
state securities laws.
(d) Valid Issuance
of Securities. The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, and the securities issuable upon exercise of the Forward Purchase Warrants, when issued in accordance with
the terms of the Forward Purchase Warrants and this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and
free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on
transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or
encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and
subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all
applicable federal and state securities laws.
(e) Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by
this Agreement, except pursuant to the Registration Rights.
(f) Compliance with
Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in any violation or default (i) of any provisions of the Company’s certificate of incorporation,
as it may be amended from time to time (the “Charter”), bylaws or other governing documents of the Company,
(ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract
or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or
regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or
its ability to consummate the transactions contemplated by this Agreement.
(g) Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other
than organizational activities and activities in connection with offerings of its securities.
4. Registration Rights;
Transfer
(a) Registration
Rights. The Purchaser shall be granted registration rights by the Company with respect to the Forward Purchase Securities underlying
the Forward Purchase Units pursuant to a registration rights agreement to be entered into with the Company, the Purchaser and the holders
of shares issued to the sellers in the initial business combination (the “Registration Rights”).
(b) Transfer.
This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase
the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates
of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment:
(i) the applicable Transferee
shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the
“Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased by such Transferee
(the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and
obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the “Purchaser”
shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided,
that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint
and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and
(ii) upon a Transferee’s
execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the Purchaser hereunder shall be
reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable Joinder
Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer
and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units”
on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall
be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt,
this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto
need be so amended and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee
Securities.
5. Additional Agreements,
Acknowledgements and Waivers of the Purchaser.
(a) Lock-up; Transfer
Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the Forward Purchase Shares and Forward
Purchase Warrants, including the Class A Shares issued or issuable upon the exercise of any such Forward Purchase Warrants) until
30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, Transfers of the Forward Purchase Units
(and the underlying Class A Shares and Warrants, including the Class A Shares issued or issuable upon the exercise of any such
warrants) are permitted (any such transferees, the “Permitted Transferees”): (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 Purchaser,
or any affiliates of the Purchaser; (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 any forward purchase agreement or similar arrangement or 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) by virtue of the Sponsor’s
organizational documents upon liquidation or dissolution of the Sponsor; (G) to the Company for no value for cancellation in connection
with the consummation of the Company’s initial Business Combination; (H) in the event of the Company’s liquidation prior
to the completion of the Company’s Business Combination; or (I) in the event of the Company’s liquidation, merger, share
exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A
Shares for cash, securities or other property subsequent to the completion of the Company’s Business Combination; (J) as a
distribution to limited partners, members or shareholders of the Purchaser; (K) to the Purchaser’s affiliates, to any investment
fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor
of the Purchaser or an affiliate of any such investment manager or investment advisor; (L) to a nominee or custodian of a person
or entity to whom a disposition or transfer would be permissible under clauses (A) through (K) above; (M) to the Purchaser
or any Transferee hereunder; (N) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents
upon dissolution of the Purchaser; and (O) pursuant to an order of a court or regulatory agency; provided, however, that in the case
of clauses (A) through (F) and (J) through (N), these Permitted Transferees must enter into a written agreement agreeing
to be bound by these transfer restrictions. “Transfer” shall mean the (x) sale or assignment of, offer
to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to
dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary
course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase
Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public
announcement of any intention to effect any transaction specified in clause (x) or (y).
(b) Trust Account.
(i) The Purchaser hereby
acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public shareholders upon the IPO
Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or
to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption
and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby
agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares
held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall 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, except for
redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
6. NASDAQ Listing.
The Company will use commercially reasonable efforts to effect the listing of the Class A Shares and Public Warrants on the Nasdaq
Global Market (the “NASDAQ”) (or another national securities exchange) at the time of the Business Combination
Closing.
7. Forward Closing Conditions.
(a) The obligation of
the Purchaser to purchase the Forward Purchase Units at the Forward Closing under this Agreement shall be subject to the fulfillment,
at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may
be waived by the Purchaser:
(i) The Business Combination
shall be consummated substantially concurrently with the purchase of the Forward Purchase Units;
(ii) The Purchaser and
any applicable Transferee shall have obtained the approval of its respective investment committee to consummate the purchase of the Forward
Purchase Units hereunder as contemplated by Section 1(a)(ii) hereof;
(iii) The representations
and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the
date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not
have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;
(iv) The Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and
(v) No order, writ, judgment,
injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority
or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the
purchase by the Purchaser of the Forward Purchase Units.
(b) The obligation of
the Company to sell the Forward Purchase Units at the Forward Closing under this Agreement shall be subject to the fulfillment,
at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may
be waived by the Company:
(i) The Business Combination
shall be consummated substantially concurrently with the purchase of Forward Purchase Units;
(ii) The representations
and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the Forward Closing Date with the same effect as though such representations and warranties
had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date,
which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material
adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;
(iii) The Purchaser shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and
(iv) No order, writ, judgment,
injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority
or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the
purchase by the Purchaser of the Forward Purchase Units.
8.
Termination. This Agreement may be terminated at any time prior to the Forward Closing:
(a) by mutual written
consent of the Company and the Purchaser;
(b) automatically
(i) if the IPO is not consummated
on or prior to twelve months from the date of this Agreement; or
(ii) if the Business Combination
is not consummated within 18 months from the closing of the IPO (or up to 21 months, if the company extends the time to complete a business
combination as described in the Registration Statement), or such later date as may be approved by the Company’s shareholders.
In the event of any termination
of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon, if any), if previously
paid, and all the Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this
Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and
their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party
shall cease; provided, however, that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising
out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this
Agreement.
9. General Provisions.
(a) Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid,
specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to:
LatAmGrowth SPAC, 590 Madison Avenue, 34th Floor, New York, NY 10022: Attn: Chief Executive Officer.
All communications to the
Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address,
facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).
(b) No Finder’s
Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this
transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The
Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s
or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.
(c) Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive the Forward Closing.
(d) Entire Agreement.
This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.
(e) Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to
the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(f) Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party.
(g) Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument.
(h) Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.
(i) Governing Law.
This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort,
statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York,
without giving effect to its choice of laws principles.
(j) Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon
this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court.
(k) Waiver of Jury
Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and
the transactions contemplated hereby.
(l) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision except with the prior written consent of the Company
and the Purchaser affected by such amendment.
(m) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement, as applied to any party
hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with
its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power
to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases,
and in its reduced form, such provision will then be enforceable and will be enforced.
(n) Expenses.
Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and
performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents,
representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent;
stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Forward Purchase Securities and the
securities issuable upon conversion or exercise of the Forward Purchase Securities.
(o) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference
to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or
covenant.
(p) Waiver. No
waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not,
may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in
any way any rights arising because of any prior or subsequent occurrence.
(q) Specific Performance.
The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchaser
in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
PURCHASER:
COMPANY:
LATAMGROWTH
SPAC
|
|
Title: Chief Executive Officer
|
|
[Signature
Page to Forward Purchase Agreement]
TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION
IN ACCORDANCE WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE UNITS” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE
UNITS” SET FORTH BELOW
Number of Forward Purchase
Units:
Aggregate Purchase Price
for Forward Purchase Units: $
Number of Forward Purchase Units and Aggregate
Purchase Price for Forward Purchase Units as of , 2021, accepted and agreed to as
of this day of , 2021.
SCHEDULE A
SCHEDULE OF TRANSFERS OF FORWARD PURCHASE UNITS
The following transfers of a portion of the original
number of Forward Purchase Units have been made:
|
Date of Transfer
|
|
Transferee
|
|
Number of
Forward
Purchase
Units
Transferred
|
|
Purchaser
Revised
Forward
Purchase
Units
Amount
|
TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL
DETERMINATION OF FORWARD PURCHASE UNITS:
Schedule A as of ,
202[ ], accepted and agreed to as of this day of , 202[ ]
by:
Exhibit 14.1
LatAmGrowth SPAC
Code of Ethics
Adopted , 2021
Introduction
This Code of Ethics (“Code”)
has been adopted by the Board of Directors (the “Board”) of LatAmGrowth SPAC (together with its subsidiaries, if any,
the “Company”) and summarizes the standards that must guide our actions. While covering a wide range of business practices
and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be
made, but rather set forth key guiding principles that represent Company policies and establish conditions for employment at the Company.
We must strive to foster a culture of honesty
and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business
activities including, but not limited to, relationships with employees, customers, suppliers, competitors, the government, the public,
and our stockholders. All of our employees, officers and directors must conduct themselves according to the language and spirit of this
Code and seek to avoid even the appearance of improper behavior. Even well-intentioned actions that violate the law or this Code may result
in negative consequences for the Company and for the individuals involved.
One of our Company’s most valuable assets
is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation
and adhering to this Code and applicable law is imperative.
Compliance with Laws, Rules and Regulations
We are strongly committed to conducting our business
affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No employee, officer or
director of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason.
Trading on Inside Information
Using non-public, Company information to trade
in securities, or providing a family member, friend or any other person with a “tip”, is illegal. All non-public, Company
information should be considered inside information and should never be used for personal gain. You are required to familiarize yourself
and comply with the Company’s Policy Against Insider Trading, copies of which are distributed to all employees, officers and directors.
You should contact Company counsel with any questions about your ability to buy or sell securities.
Protection of Confidential Proprietary Information
Confidential proprietary information generated
and gathered in our business is a valuable Company asset. Protecting this information plays a vital role in our continued growth and ability
to compete, and all proprietary information should be maintained in strict confidence, except when disclosure is authorized by the Company
or required by law.
Proprietary information includes all non-public
information that might be useful to competitors or that could be harmful to the Company, its customers or its suppliers if disclosed,
as well as the list of potential targets for the Company initial business combination and information relating to such targets. Intellectual
property, such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and
strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any
unpublished financial or pricing information must also be protected.
Unauthorized use or distribution of proprietary
information violates Company policy and could be illegal. Such use or distribution could result in negative consequences for both the
Company and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies
and their proprietary information and require our employees, officers and directors to observe such rights.
Your obligation to protect the Company’s
proprietary and confidential information continues even after you leave the Company, and you must return all proprietary information in
your possession upon leaving the Company.
The provisions of this Section are qualified
in their entirety by reference to the Section entitled “Reporting Violations to a Governmental Agency.”
Conflicts of Interest
Our employees, officers and directors have an
obligation to act in the best interest of the Company. All employees, officers and directors should endeavor to avoid situations that
present a potential or actual conflict between their interest and the interest of the Company.
A “conflict of interest” occurs when
a person’s private interest interferes in any way, or even appears to interfere, with the interest of the Company, including its
subsidiaries and affiliates. A conflict of interest may arise when an employee, officer or director takes an action or has an interest
that may make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest may also arise
when an employee, officer or director (or his or her family members) receives improper personal benefits as a result of the employee’s,
officer’s or director’s position in the Company.
Although it would not be possible to describe
every situation in which a conflict of interest may arise, the following are examples of situations that may constitute a conflict of
interest:
|
|
·
|
Working, in any capacity, for a target, competitor, customer or supplier while employed by the Company.
|
|
|
·
|
Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits as a result of your position in the Company from a target, competitor, customer or supplier.
|
|
|
·
|
Competing with the Company for the purchase or sale of a target, property, products, services or other interests.
|
|
|
·
|
Having an interest in a transaction involving the Company, a target, a competitor, a customer or supplier (other than as an employee, officer or director of the Company and not including routine investments in publicly traded companies).
|
|
|
·
|
Receiving a loan or guarantee of an obligation as a result of your position with the Company.
|
|
|
·
|
Directing business to a supplier owned or managed by, or which employs, a relative or friend.
|
Situations involving a conflict of interest may
not always be obvious or easy to resolve. You should report actions that may involve a conflict of interest to an officer of the Company.
In order to avoid conflicts of interests, senior
executive officers and directors must disclose to the Nominating and Corporate Governance Committee any material transaction or relationship
that reasonably could be expected to give rise to such a conflict. Conflicts of interests involving the Nominating and Corporate Governance
Committee and directors shall be disclosed to the Board of Directors.
Protection and Proper Use of Company Assets
Protecting Company assets against loss, theft
or other misuse is the responsibility of every employee, officer and director. Loss, theft and misuse of Company assets directly impact
our profitability. Any suspected loss, misuse or theft should be reported to an officer of the Company.
The sole purpose of the Company’s equipment,
vehicles, supplies and technology is the conduct of our business. They may only be used for Company business consistent with Company guidelines.
Corporate Opportunities
If any of our officers or directors becomes aware
of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations,
he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity,
subject to their fiduciary duties under Cayman Islands law. However, employees, officers and directors may be prohibited from taking for
themselves business opportunities that are discovered through the use of corporate property, information or position. No employee, officer
or director may use corporate property, information or position for personal gain, and no employee, officer or director may compete with
the Company. Competing with the Company may involve engaging in the same line of business as the Company, or any situation where the employee,
officer or director takes away from the Company opportunities for sales or purchases of products, services or interests. Employees, officers
and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Fair Dealing
Each employee, officer and director of the Company
should endeavor to deal fairly with targets, customers, suppliers, competitors, the public and one another at all times and in accordance
with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other similar payments
in any form shall be made directly or indirectly to or for anyone for the purpose of completing a business combination, obtaining or retaining
business or obtaining any other favorable action. The Company and any employee, officer or director involved may be subject to disciplinary
action as well as potential civil or criminal liability for violation of this policy.
Occasional business gifts to, or entertainment
of, non-government employees in connection with business discussions or the development of business relationships are generally deemed
appropriate in the conduct of Company business. However, these gifts should be given infrequently and their value should be modest. Gifts
or entertainment in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted.
Practices that are acceptable in a commercial
business environment may be against the law or the policies governing federal, state or local government employees. Therefore, no gifts
or business entertainment of any kind may be given to any government employee without the prior approval of the Nominating and Corporate
Governance Committee.
Except in certain limited circumstances, the United
States Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value directly or indirectly to any “foreign
official” for the purpose of obtaining or retaining business. When in doubt as to whether a contemplated payment or gift may violate
the FCPA, contact the Nominating and Corporate Governance Committee before taking any action.
Quality of Public Disclosures
The Company has a responsibility to provide full
and accurate information in our public disclosures, in all material respects, about the Company’s financial condition and results
of operations. Our reports and documents filed with or submitted to the United States Securities and Exchange Commission and our other
public communications shall include full, fair, accurate, timely and understandable disclosure, and the Company has established a Disclosure
Committee consisting of senior management to assist in monitoring such disclosures.
Compliance with This Code and Reporting of Any Illegal or Unethical
Behavior
All employees, directors and officers are expected
to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be dealt with immediately, including
by subjecting persons who violate its provisions to corrective and/or disciplinary action such as dismissal or removal from office. Violations
of the Code that involve illegal behavior will be reported to the appropriate authorities.
Situations which may involve a violation of ethics,
laws, rules, regulations or this Code may not always be clear and may require the exercise of judgment or the making of difficult decisions.
Employees, officers and directors should promptly report any concerns about a violation of ethics, laws, rules, regulations or this Code
to their supervisors or an officer or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee
of the Board of Directors. Interested parties may also communicate directly with the Company’s non-management directors through
contact information located in the Company’s annual report on Form 10-K.
Any concerns about a violation of ethics, laws,
rules, regulations or this Code by any senior executive officer or director should be reported promptly to the Nominating and Corporate
Governance Committee
The Company encourages all employees, officers
and directors to report any suspected violations promptly and intends to thoroughly investigate any good faith reports of violations.
The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open
communication of issues and concerns by all employees without fear of retribution or retaliation is vital to the successful implementation
of this Code. All employees, officers and directors are required to cooperate in any internal investigations of misconduct and unethical
behavior.
The Company recognizes the need for this Code
to be applied equally to everyone it covers. The Nominating and Corporate Governance Committee of the Company will have primary authority
and responsibility for the enforcement of this Code, or, in the case of accounting, internal accounting controls or auditing matters,
the Audit Committee of the Board of Directors, and the Company will devote the necessary resources to enable the Nominating and Corporate
Governance Committee to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate
compliance with the Code. Questions concerning this Code should be directed to the Nominating and Corporate Governance Committee.
The provisions of this section “Compliance
with This Code and Reporting of Any Illegal or Unethical Behavior” are qualified in their entirety by reference to the below section
“Reporting Violations to a Governmental Agency.”
Reporting Violations to a Governmental Agency
You understand that you have the right to:
|
·
|
Report possible violations of United States state, federal or local law or regulation that have occurred, are occurring, or are about to occur to any governmental agency or entity, or self-regulatory organization;
|
|
·
|
Cooperate voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory organization or any other United States federal, state or local regulatory or law enforcement authority;
|
|
·
|
Make reports or disclosures to law enforcement or a regulatory authority without prior notice to, or authorization from, the Company; and
|
|
·
|
Respond truthfully to a valid subpoena.
|
You have the right to not be retaliated against
for reporting, either internally to the Company or to any governmental agency or entity or self-regulatory organization, information which
you reasonably believe relates to a possible violation of law. It is a violation of United States federal law to retaliate against anyone
who has reported such potential misconduct either internally or to any governmental agency or entity or self-regulatory organization.
Retaliatory conduct includes discharge, demotion, suspension, threats, harassment, and any other manner of discrimination in the terms
and conditions of employment because of any lawful act you may have performed. It is unlawful for the Company to retaliate against you
for reporting possible misconduct either internally or to any governmental agency or entity or self-regulatory organization.
Notwithstanding anything contained in this Code
or otherwise, you may disclose confidential Company information, including the existence and terms of any confidential agreements between
yourself and the Company (including employment or severance agreements), to any governmental agency or entity or self-regulatory organization.
The Company cannot require you to withdraw reports
or filings alleging possible violations of United States federal, state or local law or regulation, and the Company may not offer you
any kind of inducement, including payment, to do so.
Your rights and remedies as a whistleblower protected
under applicable United States whistleblower laws, including a monetary award, if any, may not be waived by any agreement, policy form,
or condition of employment, including by a predispute arbitration agreement.
Even if you have participated in a possible violation
of law, you may be eligible to participate in the confidentiality and retaliation protections afforded under applicable whistleblower
laws, and you may also be eligible to receive an award under such laws.
Waivers and Amendments
Any waiver of the provisions in this Code for
executive officers or directors may only be granted by the Board of Directors and will be disclosed to the Company’s stockholders
within four business days. Any waiver of this Code for other employees may only be granted by the Nominating and Corporate Governance
Committee. Amendments to this Code must be approved by the Nominating and Corporate Governance Committee and amendments of the provisions
in this Code applicable to the Chief Executive Officer and the senior financial officers will also be promptly disclosed to the Company’s
stockholders.
Equal Opportunity, Non-Discrimination and Fair Employment
The Company’s policies for recruitment,
advancement and retention of employees forbid discrimination on the basis of any criteria prohibited by law, including but not limited
to race, sex and age. Our policies are designed to ensure that employees are treated, and treat each other, fairly and with respect and
dignity. In keeping with this objective, conduct involving discrimination or harassment of others will not be tolerated. All employees
are required to comply with the Company’s policy on equal opportunity, non-discrimination and fair employment.
Political Contributions and Activities
Any political contributions made by or on behalf
of the Company and any solicitations for political contributions of any kind must be lawful and in compliance with Company policies. This
policy applies solely to the use of Company assets and is not intended to discourage or prevent individual employees, officers or directors
from making political contributions or engaging in political activities on their own behalf. No one may be reimbursed directly or indirectly
by the Company for personal political contributions.
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration
Statement of LatAmGrowth SPAC (the “Company”) on Form S-1 of our report dated July 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 LatAmGrowth
SPAC as of June 7, 2021 and for the period from May 20, 2021 (inception) through June 7, 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
New York, NY
November 24, 2021
Exhibit 99.1
CONSENT OF ZAIN A.
MANEKIA
In
connection with the filing by LatAmGrowth SPAC (the “Company”) of its Registration Statement (the “Registration Statement”)
on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the
Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent
as an exhibit to such Registration Statement and any amendments and supplements thereto.
|
Dated: November 24, 2021
|
|
|
|
|
|
/s/ Zain
A. Manekia
|
|
|
ZAIN A. MANEKIA
|
|
Exhibit 99.2
CONSENT OF CAROLE
PHILIPPE
In
connection with the filing by LatAmGrowth SPAC (the “Company”) of its Registration Statement (the “Registration Statement”)
on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the
Company in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent
as an exhibit to such Registration Statement and any amendments and supplements thereto.
|
Dated: November 24, 2021
|
|
|
|
|
|
/s/ Carole
Philippe
|
|
|
CAROLE PHILIPPE
|
|
