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
THE GROWTH FOR GOOD ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
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Cayman Islands
(State or other jurisdiction of
incorporation or organization)
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6770
(Primary Standard Industrial
Classification Code Number)
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66-0987010
(I.R.S. Employer
Identification No.)
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12 E 49th Street, 11th Floor
New York, NY 10017
Telephone: (646) 450-1265
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Yana Watson Kakar
Chief Executive Officer
The Growth for Good Acquisition Corporation
12 E 49th Street, 11th Floor
New York, NY 10017
Telephone: (646) 450-1265
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies:
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J. Peyton Worley
Alison Haggerty
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Tel: (212) 906-1200
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B. Kruger
Ogier
89 Nexus Way, Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
Tel: (345) 949-9876
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Jonathan Ko
Frank Lopez
Paul Hastings LLP
515 South Flower Street, Twenty-Fifth Floor
Los Angeles, CA 90071
Tel: (213) 683-6000
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
☒
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Security Being Registered
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Amount Being
Registered
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Proposed Maximum
Offering Price
per Security(1)
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Proposed Maximum
Aggregate Offering
Price(1)
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Amount of
Registration Fee
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Units, each consisting of one Class A ordinary share, $0.0001 par value per share, one
right, and one-half of one redeemable warrant(2)
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25,300,000 units
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$
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10.00
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$
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253,000,000
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$
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23,453.10
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Class A ordinary shares included as part of the units(3)
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25,300,000 shares
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—
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—
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—(4)
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Rights included as part of the units(3)
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25,300,000 rights
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—
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—
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—(4)
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Class A ordinary shares underlying the rights included in the units(3)
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1,581,250 units
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$
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10.00
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$
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15,812,500
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$
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1,465.82
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Redeemable warrants included as part of the units(3)
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12,650,000 warrants
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—
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—
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—(4)
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Class A ordinary shares issuable upon exercise of redeemable warrants included as part of the units(3)
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12,650,000 shares
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$
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11.50
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$
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145,475,000
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$
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13,485.53(5)
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Total
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$
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414,287,500
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$
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38,404.45
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(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
Includes 3,300,000 units, consisting of 3,300,000 Class A ordinary shares, 3,000,000 rights and 1,650,000 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(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends, or similar transactions.
(4)
No fee pursuant to Rule 457(g).
(5)
Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospecus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 24, 2021
PRELIMINARY PROSPECTUS
The Growth for Good Acquisition Corporation
$220,000,000
22,000,000 Units
The Growth for Good Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to 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. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company.
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, one right and one-half of one redeemable warrant. Each right entitles the holder thereof to receive one-sixteenth (1/16) of one Class A ordinary share upon the consummation of our initial business combination. As a result, you must have 16 rights in order to receive a Class A ordinary share at the closing of our initial business combination. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,300,000 additional units to cover over-allotments, if any.
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, 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 (net of taxes payable), 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 described herein. If we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering, subject to certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by a shareholder vote), 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 (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as described herein.
Our sponsor, G4G Sponsor LLC, has committed to purchase 734,000 private placement units (or 800,000 private placement units if the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $7,340,000 (or $8,000,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. The private placement units are identical to the units sold in this offering, subject to certain limited exceptions, including that the private placement units do not contain rights, among other exceptions, as described in this prospectus.
Our initial shareholders currently own 6,325,000 Class B ordinary shares, up to 825,000 of which are subject to forfeiture 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 at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors and holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. On any other matter 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 or the applicable rules of the Nasdaq Global Market, or the “Nasdaq,” then in effect. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires, pursuant to our amended and restated memorandum and articles of association, approval of a special resolution, being either the affirmative vote of holders of at least two-thirds of our issued and outstanding ordinary shares who attend and vote at a general meeting, or a unanimous written resolution of all shareholders entitled to vote), holders of our Class B ordinary shares will have 10 votes for every Class B ordinary share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share.
Our sponsor and each member of our management team have agreed that upon and subject to the completion of the initial business combination, 25% of the founder shares then held by the sponsor shall be considered to be newly unvested shares, one-half of which will vest only if the closing price of our Class A ordinary shares on Nasdaq equals or exceeds $12.50 for any 20 trading days within a 30-trading-day period, on or after the first anniversary of the closing of the initial business combination but before the fifth anniversary; and one-half of which will vest only if the closing price of our Class A ordinary shares on Nasdaq equals or exceeds $15.00 for any 20 trading days within a 30-trading-day period, on or after the first anniversary of the closing of the initial business combination but before the fifth anniversary. Founder shares, if any, that remain unvested at the fifth anniversary of the closing of the initial business combination will be forfeited.
Currently, there is no public market for our securities. We have applied to list our units on Nasdaq under the symbol “GFGDU.” We expect that the Class A ordinary shares, rights and warrants comprising the units will begin separate trading on Nasdaq under the symbols “GFGD,” “GFGDR” and “GFGDW,” respectively, on the 52nd day following the date of this prospectus unless Credit Suisse Securities (USA) LLC and Barclays Capital Inc., the representatives of the underwriters, permit earlier separate trading and we have satisfied certain conditions. We cannot guarantee that our securities will be approved for listing on Nasdaq.
We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page
37 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Unit
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Total
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Public offering price
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$
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10.00
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$
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220,000,000
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Underwriting discounts and commissions(1)
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$
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0.55
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$
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12,100,000
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Proceeds, before expenses, to us
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$
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9.45
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$
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207,900,000
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(1)
Includes $0.35 per unit, or an aggregate of $7,700,000 (or $8,855,000 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 as described herein and released to the underwriters only upon the consummation of an initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.
Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $220,000,000, or $253,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee, and $2,940,000 million will be available to pay fees and expenses in connection with this offering and for working capital following this offering.
The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021.
Joint Book-Running Managers
Credit SuisseBarclays
, 2021
We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and neither we nor the underwriters take any responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.
TABLE OF CONTENTS
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TRADEMARKS
This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
SUMMARY
This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.
Unless otherwise stated in this prospectus or the context otherwise requires, references to:
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“amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that the company will adopt prior to the consummation of this offering;
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“Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time;
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“founder shares” are to our Class B ordinary shares initially issued to 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 or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
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“initial shareholders” are to our sponsor and other holders of our founder shares prior to this offering;
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“management” or our “management team” are to our executive officers and directors (including our directors nominees that will become directors in connection with the consummation of this offering);
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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
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“private placement shares” are to the Class A ordinary shares sold as part of the private placement units;
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“private placement units” are to the units to be issued to our sponsor in a private placement simultaneously with the closing of this offering, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions, including that the private placement units do not contain rights, among other exceptions, as described in this prospectus;
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“private placement warrants” are to the warrants sold as part of the private placement units and upon conversion of working capital loans, if any;
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“public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
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“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
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“rights” are to the rights that are being sold as part of the units in this offering;
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“sponsor” are to G4G Sponsor LLC, a Delaware limited liability company; and
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“we,” “us,” “our,” “company” or “our company” are to The Growth for Good Acquisition Corporation, a Cayman Islands exempted company, or where applicable, members of our management team.
Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law.
Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.
Our Company
General
The Growth for Good Acquisition Corporation is a new and differentiated blank check company focused on sponsoring the public listing of an inclusive and environmentally sustainable company with strong business fundamentals and high growth potential. We are newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Growth for Good Acquisition Corporation anticipates being listed on Nasdaq with the ticker “GFRG.”
The growth potential for companies whose businesses have a positive impact on the environment and society is strongly supported by macroeconomic, environmental and social trends. For example, population and urbanization trends alone demonstrate the enormous demand that will drive growth for innovators in the food and agriculture sector. Within 30 years, the United Nations projects the human population will grow to approximately 10 billion, with nearly two-thirds of all people living in cities. To feed this population, the United Nations projects we will need to produce 70% more food by 2050 than we are producing today. Given that today’s global food system already utilizes about 70% of the world’s freshwater according to the World Bank and 50% of habitable land according to Our World in Data, conventional methods are insufficient. That is why our intended target company is not simply one that integrates environmental, social and governance factors into “business as usual” models. We intend to seek companies that have successfully disrupted industries by finding smarter ways to work and creating step-change improvements—whether by retaining the value of inputs and materials longer through reuse and waste reduction in company operations, by diversifying workforces or creating opportunity in previously underserved parts of the world, or by developing new technologies and areas for technological application in order to de-carbonize the global economy.
A significant, although not sole, focus for us are “climate tech companies.” In order to achieve regional net zero emissions by 2050, as European Union and U.S. policy has proposed, the most recent International Energy Agency (“IEA”) report estimates that annual clean energy investment needs to more than triple by 2030 to over $4 trillion. Over the next three decades, that represents well over $100 trillion total in clean energy investment. Additionally, the International Renewable Energy Agency (“IREA”) estimates that energy transition investment must increase approximately 30% over planned investment to a total of $131 trillion between 2021 and 2050 to limit global temperature rise to 1.5° Celsius and bring CO2 emissions to net zero. We intend to target companies that are well-positioned to absorb the coming capital in order to scale-up and win during the transitions that are taking place not just in energy, but in multiple sectors that play crucial roles in the net zero transition. Sectors of interest include food and agriculture, energy, the built environment, transportation, consumer goods and heavy industry, among others.
We believe the time is right to target inclusive and sustainable companies because, in recent years, many have developed to the point of readiness to scale with the support of public markets. According to a 2020 PricewaterhouseCoopers report on the state of venture capital investing in “climate tech” companies, the rate of venture capital flowing to climate tech companies has grown at five times the rate of overall venture investment in the past decade. This—coupled with increases in incubation and accelerator support, incentives from government programs and policies, and global commitments like the Paris Climate Accord—has improved the enabling environment for climate tech companies, as evidenced by rapidly rising consumer uptake and their increasing achievement of economies of scale.
These favorable tailwinds for future growth are further accelerated by investor appetite for sustainable assets that far exceeds supply. Investors—both individual and institutional—are looking for quality investments that are socially responsible and promote sustainability for simple reasons of risk-adjusted return. A 2020 CFA Institute study on sustainable investing revealed 47% of institutional and 29% of retail investors want more sustainable investments opportunities. The study found that many investors—both individual and institutional—are looking for quality investments that are socially responsible and promote sustainability because they expect these assets to deliver higher risk-adjusted returns. The study confirmed
that investor demand for sustainably managed assets is large and growing. The study spanned views of more than 7,000 institutional and retail investors and industry participants across 31 global markets, finding that only 19% of institutional investors and 10% of retail investors currently invest in products that incorporate Environmental, Social and Governance (“ESG”) factors, but that 76% of institutional investors and 69% of retail investors have interest in doing so. Furthermore, through its 2019 survey of 800 U.S.-based individual investors, Morgan Stanley found that two-thirds of respondents wanted more sustainable investment opportunities but cited the lack of available financial products as a barrier and public equity as the only asset class having quality sustainable investing strategies. Additionally, at the 2021 United Nations Climate Change Conference (“COP26”) in Glasgow, Scotland, more than 450 firms managing $130 trillion, approximately 40% of the world's financial assets, pledged to reach net-zero carbon emissions by midcentury, and to set interim goals for 2030.
In summary, we are at an inflection point where irreversible global trends are driving significant market change and attractive and scalable companies are emerging across multiple sectors, while there is unmet demand for sustainable investments. Our distinctive team recognizes this moment and is poised to identify and combine with an inclusive and sustainable business to create value for our shareholders.
Our Team
Management Team
Ms. Yana Watson Kakar is our Chief Executive Officer, Mr. Vikram Gandhi has agreed to serve as the Chairperson of the Board of Directors and Dr. Celeste Clark has agreed to serve as the Chairperson of the Advisory Board. Under their stewardship, the Growth for Good Acquisition Corporation brings a distinctive management team, board of directors and advisory board that are well-qualified to identify an attractive, inclusive and sustainable target company, help to take it public, and then continue to help drive scale and financial performance. Collectively our management team, board of directors and advisory board offer significant value to a target company, highlights of which include:
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A proven track record in Special Purpose Acquisition Companies (each a “SPAC”) having both raised public funds and successfully “deSPACed” multiple companies over the past few years
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Experience leading the process of taking a private company public via Initial Public Offering (“IPO”)
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Operational experience on executive teams of significant private and public companies, successfully expanding into new markets and forging new strategic partnerships to support scale
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Buy and sell side experience leading the execution of mergers and transactions
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Unparalleled global network of trusted relationships with companies and investors in the sustainability sector
Ms. Yana Watson Kakar, Chief Executive Officer and Member of the Board of Directors
Ms. Watson Kakar is our Chief Executive Officer and a member of our Board of Directors. Ms. Watson Kakar is the Global Managing Partner Emeritus of Dalberg Advisors, a multinational advisory firm that specializes in social impact and environmental sustainability. Ms. Watson Kakar is a seasoned operator with a track record of success both as a chief executive and as a counsellor to other chief executive officers, heads of state and the public service, institutional investors, civil society leaders and philanthropists. In 2020, she concluded two terms as the Global Managing Partner, having led the firm to triple global revenues and to grow to nearly 30 offices worldwide over the course of her tenure.
Ms. Watson Kakar has dedicated her career to driving economic and financial returns through the application of socially inclusive and sustainable business and investment strategies. She is a trusted partner to leaders of major multinationals, long-term institutional investors, and heads of state and government alike. Ms. Watson Kakar is a recognized expert in ESG, sustainable investing and socially responsible business. Her perspectives have been published widely, including in the Financial Times, Bloomberg, The Huffington Post, DevEx, The Guardian, The Economist and Forbes.
Ms. Watson Kakar serves on the board of directors of Oxfam America and the African Enterprise Challenge Fund, and she is a member of the Young Presidents Organization. Ms. Watson Kakar holds a
Master of Business Administration from The Wharton School at the University of Pennsylvania and a Bachelor of Arts from McGill University.
Mr. Vikram Gandhi, Chairperson of the Board of Directors and Member of the Board of Directors
Mr. Gandhi has agreed to serve as a member and Chairperson of our Board of Directors upon the consummation of this offering. He is a Senior Lecturer of Business Administration at the Harvard Business School, teaching Sustainable Investing, a new course he developed, among others. Prior to Harvard Business School, Mr. Gandhi spent 23 years in investment banking at Credit Suisse and Morgan Stanley. He was Vice Chairman of Investment Banking and Global Head of the Financial Institutions Business for Credit Suisse, in New York and Hong Kong. He was a member of Credit Suisse’s Global Investment Banking Management Committee and the Fixed Income Operating Committee. Prior to his tenure at Credit Suisse, Mr. Gandhi worked at Morgan Stanley, where he was Co-Head of Global FIG in New York; his prior work at Morgan Stanley included heading the Firm’s institutional strategy area, its Global E-commerce Committee, and as Country Head and President of Morgan Stanley India. During his career in investment banking, Mr. Gandhi has focused on advising boards of directors and chief executive officers around the globe on strategic direction and the implementation of major mergers, acquisitions, IPO’s and other capital raising initiatives, and corporate restructurings and buyouts.
Mr. Gandhi is also the founder of Asha Impact and is a senior advisor to The Canada Pension Plan Investment Board. Asha Impact is an impact-oriented venture capital firm that invests equity capital with a target of market-rate returns in social enterprises. In addition, Asha works with its investee companies in providing strategic and management direction, access to its network, and guidance on impact measurement and management. Its affiliated organization, Asha Trust, engages with government, business and civil society on key policy issues.
Mr. Gandhi has been a member of the Young Presidents Organization since 1997 and has been a part of the New York, Hong Kong and Mumbai chapters. He is a member of the board of directors and Chairman of the Asian Regional Committee of Grameen Foundation, a member of the board of directors of Jana Small Finance Bank and KEC International, and a member of the Investment Committee at Gawa Capital. Mr. Gandhi is a founding member of Harvard University’s South Asia Initiative, a founder of Ashoka University, the first liberal arts college established in India, and a founding board of directors member of Social Finance India. He is also a member of The Global Leaders Circle at Harvard Business School. Mr. Gandhi holds a Master of Business Administration from the Harvard Business School (where he was designated a Baker Scholar); a Bachelor of Commerce with high distinction from the University of Mumbai; and is also a qualified Chartered Accountant.
Dr. Celeste Clark, Chairperson of the Advisory Board
Dr. Celeste Clark has agreed to serve as Chairperson of our Advisory Board upon the consummation of this offering. She is the retired Senior Vice President of Global Public Policy and External Relations and Chief Sustainability Officer of Kellogg Company (“K”), a food manufacturing company. Currently, Dr. Clark also serves as a director on the board of directors of the Wells Fargo Company (NYSE: WFC), Hain Celestial (NASDAQ: HAIN), Prestige Foods and Kate Farms, Inc. During the past five years, Dr. Clark has served on the boards of several public and privately held companies, including:
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Mead Johnson Nutrition Company (NYSE: MJN), a pediatric nutrition company, beginning in 2011 until being acquired by Reckitt Benckiser plc in 2017
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Diamond Foods, Inc. (NASDAQ: DMND), a leading branded snacks supplier, beginning in 2014 until being acquired by Snyder’s-Lance, Inc. in 2016
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AdvancePierre Foods Holdings, Inc. (NYSE: APFH), a producer and distributor of ready-to-eat sandwiches, beginning in 2016 until being acquired by Tyson Foods, Inc. in 2017
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Omega Protein Corporation (NYSE: OME), a manufacturer of fish meal and fish oils, until being acquired by Cooke Inc. in 2017.
Dr. Clark has served as a principal of Abraham Clark Consulting, LLC, a health and regulatory policy consulting firm, since November 2011 and consults on health policy, regulatory affairs and leadership development.
Dr. Clark joined Kellogg in 1977 and held other senior management positions, including Vice President of Corporate and Scientific Affairs and Senior Vice President of Global Nutrition and Corporate Affairs. She also served as President of the Kellogg Corporate Citizenship Fund, Kellogg’s philanthropic entity, and was responsible for Kellogg’s corporate social responsibility initiatives, which focused on community engagement, economic development, arts and education, and health and wellness.
Dr. Clark is an adjunct professor at Michigan State University in the Department of Food Science and Human Nutrition. She earned her Bachelor of Science degree from Southern University, Master of Science from Iowa State University, and Ph.D. from Michigan State University.
Mr. David Birnbaum, President
Mr. Birnbaum serves as our President. Mr. Birnbaum is a seasoned venture capital investor, operator and co-founder and Managing Partner of Five Four Ventures, a technology and consumer focused venture capital and incubation fund. Mr. Birnbaum is and has been a member of the board of directors for several disruptive consumer companies and was an independent board member designee for Goldman Sachs Investment Partners. Previously, Mr. Birnbaum was the President of Broadway Video Ventures, the corporate strategy, investment and acquisition arm of Lorne Michael’s (Executive Producer of Saturday Night Live, 30 Rock, and the Tonight Show) media and distribution company. Prior to Broadway Video, Mr. Birnbaum was a technology investor at Patricof & Co. Ventures and Apax Partners. He also co-founded, led, and sold Takkle, a startup focused on high school sports recruiting, to Alloy Media & Marketing. Mr. Birnbaum started his career at Furman Selz where he helped build the firm’s Telecommunications Group. Mr. Birnbaum holds a Bachelor of Arts degree from Columbia University and a Master of Business Administration from The Wharton School at the University of Pennsylvania where he was a Weiss Tech House fellow.
Mr. Rahul Kakar, Chief Financial Officer and Chief Operations Officer
Mr. Kakar serves as our Chief Financial Officer and Chief Operations Officer. Mr. Kakar is a successful investor and operator in public and private markets for over 25 years and was an early investor in SPACs beginning in 2005. He is a member of the Executive Team and Principal at Advanced Portfolio Management, an institutional asset manager. Previously, Mr. Kakar was Managing Director and a Founding Member of the equities and equity linked proprietary team at SwissRe. At SwissRe, he was responsible for managing a group overseeing billions of dollars of assets in various strategies all with a high degree of derivative content. Mr. Kakar started his career at Lehman Brothers where he worked for multiple years on both the Fixed Income and Equity Capital businesses. Mr. Kakar has also founded and co-led HanKar Capital, a New York-based relative value hedge fund, and was the owner, operator and Executive Chairman of East Lifestyle, a British women’s wear fashion retailer. He also served as a senior adviser to Foradian, a Bangalore based private Edtech company. Mr. Kakar holds a Bachelor of Arts in Economics from the University of Chicago.
Independent Board Members
Our independent board members are leading entrepreneurs, operators and investors who have scaled world class companies and organizations in our area of focus.
Ms. Isabelle Freidheim, Member of the Board of Directors
Isabelle Freidheim has agreed to serve as a member of our Board of Directors upon the consummation of this offering. Since May 2018, Ms. Freidheim has been co-founder and managing partner of Starwood VC, a firm making investments in technology businesses, where she has led investments in both early-stage and late-stage, pre-IPO companies and is engaged in deal sourcing, due diligence and assisting portfolio companies. In March 2021, Ms. Freidheim launched Athena Technology Acquisition Corporation, an all-woman-led $250 million blank check company, serving as Chair of the Board of Directors. In July 2021, Athena announced a merger transaction with Heliogen.
Ms. Freidheim is also the co-founder of Magnifi, an investment platform powered by a financial industry natural language search engine, which was acquired by the Tifin Group in December 2020. She acted as its Chief Executive Officer from 2018 to 2019 and led the company’s early growth and multiple rounds of financing. From 2015 to 2016, Ms. Freidheim was a venture partner with MissionOG, a venture capital firm, where she invested in high-growth technology companies. From 2012 to 2015, she was a
co-founder and partner of The London Fund, an investment firm that specializes in early-stage venture capital and growth capital investments. From 2006 to 2007, Ms. Freidheim worked in the private equity department of Invesco, an independent investment management company. Prior to that, she worked in the investment banking department of Lehman Brothers from 2004 to 2005.
Ms. Freidheim received her Bachelor of Arts in Economics from Columbia University and received her Master of Business Administration from Columbia Business School.
Mr. Alex Roetter, Member of the Board of Directors
Mr. Roetter has agreed to serve as a member of our Board of Directors upon the consummation of this offering. Mr. Roetter is a Managing Director at Moxxie Ventures, an early-stage venture capital firm. He previously served as the President of Kitty Hawk, an electric vertical takeoff and landing (“eVTOL”) aircraft manufacturer. Prior to Kitty Hawk, Mr. Roetter was at Twitter for six years, where he was the Senior Vice President of Engineering. As a member of Twitter’s Executive Team, he helped take the company public via IPO, grow monthly active users to over 300 million and revenue to greater than $2 billion annually.
Mr. Roetter has been an active angel investor for 10 years and has invested in and/or advised over 50 companies, including Mainstreet, Coinbase, Sauce Labs, Nuro and Stedi. He started his career at Google in 2002 as a software engineer and holds Bachelor of Science and Master of Science degrees in Computer Science from Stanford University.
Advisory Board Members
Mr. Christopher Bradley
Mr. Bradley has agreed to serve as a member of our Advisory Board upon the consummation of this offering. Mr. Bradley is a Managing Director at Mistral Private Equity, which he joined in 2008. Mr. Bradley brings over 20 years of experience identifying acquisition candidates, due diligence experience including accounting and financial modeling acumen, and a background in deal structuring. He currently serves as the Chief Financial Officer of Haymaker III (NASDAQ: HYACU), a blank check company that completed its $317.5 million initial public offering in March 2021 and is searching for a target business. He also serves as the Chief Financial Officer of Tastemaker Acquisition Corp. (NASDAQ: TMKR), a blank check company that completed its $276 million initial public offering on January 12, 2021 and is searching for a target business in the restaurant, hospitality, and related technology and service sectors. In addition, he has been serving as the Chief Financial Officer and Secretary of AFAQ, a blank check company in the process of its initial public offering, since January 2021. From 2019 until its business combination in December of 2020, Mr. Bradley served as the Chief Financial Officer and Secretary of Haymaker Acquisition Corp. II. From 2017 until its business combination in March 2019, he was an officer of Haymaker Acquisition Corp. I. Since 2016, Mr. Bradley has served as a member of the board of directors of The Beacon Consumer Incubator Fund, a venture capital fund that invests in consumer technology companies. Mr. Bradley has also previously served on the board of directors of Creminelli Fine Meats, LLC, a privately held premium-priced charcuterie wholesaler from 2016 to January 2020 and The Lovesac Company, Inc. (NASDAQ: LOVE) from 2010 to 2018. Mr. Bradley has also guided Mistral portfolio companies in an operational role and, through Mistral, served on the board of Jamba, Inc. (NASDAQ: JMBA) from 2009 to 2013. Prior to Mistral, Mr. Bradley served as an investment banker at Banc of America Securities from 2005 to 2006, a Manager in Burger King’s strategy group in 2004, and a Manager at PricewaterhouseCoopers management consulting practice from 1999 to 2004. Mr. Bradley received his Master of Business Administration from the Harvard Business School and his Bachelor of Arts degree from the University of Chicago.
Mr. Martin Aares
Mr. Aares has agreed to serve as a member of our Advisory Board upon the consummation of this offering. Mr. Aares co-heads the private equity platform at Closed Loop Partners, a New York-based investment firm, where he focuses on environmentally sustainable investing in the circular economy. He is a veteran sustainability investor with a strong track record in private equity, venture capital and project finance. Throughout his career, Mr. Aares has co-founded three investment funds and held leadership positions in several growth companies. He spent nine years at Novus Energy Partners, a clean energy growth equity firm he co-founded in 2007, where he was responsible for investments in the solar, smart grid and energy efficiency sectors, which yielded some of the firm’s most successful exits. Mr. Aares was also a co-founder
and partner of Traverse Venture Partners, a venture capital firm investing at the intersection of sustainability technologies and the built environment. Previously, Mr. Aares was a senior vice president in GE’s renewable energy investment group, GE Energy Financial Services, where he led project finance investments in the solar, wind and biomass sectors. Earlier in his career, he was an investment banker with Goldman Sachs and a vice president with Stern Stewart, a management consulting firm. Martin holds a Master of Business Administration from Harvard Business School and a Bachelor of Science degree from University of Virginia.
Our Business Strategy & Competitive Advantages
Market Opportunity
Growth in sustainability sectors is increasing due to a range of unrelenting global trends including increasing population and urbanization, rising incomes, food shortages, climate, policy, regulatory requirements and increase in government spending to meet climate change commitments. By 2050, the United Nations estimates world population will reach 9.7 billion with nearly 70% of the population living in cities. In order to feed this growing population, humans will need to produce 70% more food than we are producing today, despite already using 70% of the world’s freshwater according to the World Bank and approximately half of all habitable land for agriculture according to World in Data. Meanwhile, unless carbon pollution is cut in half in this decade, the worst impacts of climate change including rising sea levels, collapsing ecosystems, extreme weather events, could be irreversible by 2030, according to the Intergovernmental Panel on Climate Change (“IPCC”).
These looming threats provide opportunities for innovative disruptors to solve global problems. Generational shifts in consumer and investor preferences toward sustainability will also be a significant driving factor, as Millennials and Gen Xers are set to inherit $30 trillion, based on Morgan Stanley estimates. This is expected to significantly increase capital seeking sustainable assets and bolster support for sustainable consumer products. One-third of Millennials often or exclusively use investments that take social and/or sustainability factors into account, compared with 16% of Gen X and 2% of Baby Boomers, CNBC Harris Poll reports. In a 2020 study of nearly 20,000 consumers in 28 countries, IBM found nearly 80% of consumers indicated sustainability is “important” or “very important” in their purchasing decisions. In some cases, sourcing sustainable materials may be more expensive than sticking with the status quo environmentally destructive supply chain, but this may not be a hindrance to sustainable products adoption as 70% of the consumers for whom sustainability is “very important” would pay a 35% premium for sustainable products, per the IBM study.
Sustainable, socially responsible companies have attracted significant venture capital investments in recent years. Venture capital funds have bet on climate tech, deploying $17.95 billion in 2018 as compared to $1.75 billion of venture capital funding directed to the sector in 2014, according to a 2021 Pitchbook article. Further, based on the reported $14.22 trillion venture capital funding as of June 25, 2021, on an annualized basis, venture capital investments is on pace to reach approximately $29 trillion in the sector in 2021. According to a 2020 PricewaterhouseCoopers report, investor interest in climate tech is related to the transition to net zero, greater consumer demand, climate legislation, global initiatives such as the Paris Climate Accord, and a future in which the cost of carbon is tangible. With an even more favorable U.S. and European Union policy environment today, climate tech venture-backed companies are poised to reach a scale big enough to positively impact the climate crisis through public market funding.
We believe the attractive investment opportunities amongst inclusive and sustainable companies need only to be paired with the capital and operational expertise to achieve their initiatives to scale. There is strong and growing investor interest in sustainability, both in the U.S. and abroad, as illustrated by institutional asset managers creating new ESG-aligned investment vehicles and policies at a rapidly increasing rate. In a 2019 survey of 800 U.S.-based individual investors by Morgan Stanley, two-thirds wanted more sustainable investment opportunities, citing the lack of available financial products as a barrier and public equity as the only asset class having quality sustainable investing strategies. This demand is not only based on values, according to a 2020 CFA Institute study, as 47% of institutional and 29% of retail investors want sustainable investments due to performance. The public equity demand for ESG is enormous and growing. There is approximately $40 trillion in ESG assets globally and approximately $53 trillion expected by 2025 according to Bloomberg Intelligence. This demand has driven significant growth in ESG public assets via SPAC mergers, which have increased from approximately $14 billion in 2020 to $65 billion as of September 27, 2021 yet represent only approximately 8% of total SPAC merger volume according to Dealogic.
Global Sustainable Fund Assets (total assets under management in $U.S. billions) per Dealogic
We believe the market opportunity for sustainability has never been stronger and growth opportunities for companies abound. We intend to leverage our extensive networks across this sector to identify a strong performing and high growth potential target, and then to stay the course with that company in order to help it expand and continue to succeed over the long-term.
Our Acquisition Criteria
Our business strategy is to identify and complete an initial business combination that generates attractive returns and long-term value for our shareholders. We will seek opportunities with an inclusion and/or sustainability orientation, where we have a competitive advantage and offer clear value to the target after completion of the business combination. We believe the knowledge and network of our combined management team, board and advisors will allow us to effectively and efficiently identify, evaluate and execute a business combination with a potential target.
While we may pursue an initial business combination with any business in any sector or industry, we intend to search for a target business amongst companies that have taken the challenges of inclusion and sustainability and turned them into competitive advantages.
Our sectors of interest will primarily but not exclusively be those in which companies are helping the world achieve net zero emissions before 2050, such as food and agriculture, energy, water, the built environment, transportation and mobility, consumer goods and heavy industry. Given our global networks, we are agnostic to the location of the target company, intending only to identify and complete our initial business combination with a company that aligns with our mission, is ready to become public, and has proven business fundamentals and a strong growth trajectory in the context of a large and growing addressable market.
Our team has dedicated our careers to sustainable investing and to working with entrepreneurs and executives to create new or transform existing businesses in order to improve social impact and sustainability. We know firsthand that there is a strong pipeline of investable companies across sustainability sectors, and we have trusted and long-term relationships with the founders, executives and investors of these companies.
Sourcing and Selection
We will seek to leverage the competitive advantages of our team when it comes to identifying and completing a business combination with a strong target company.
As a result of our careers in sustainability on both the corporate and investment sides, we have a diverse global set of contacts to draw upon. Our Chief Executive Officer has led and scaled a multinational advisory firm with a social impact and sustainability mission, and for over a decade she has cultivated trusted relationships with colleagues and clients spanning the public and private sectors, as well as the corporate
and investment communities. Our actively involved Chairperson of our Board of Directors brings a distinctive network at the intersection of investment banking and sustainability, as the former Vice Chairman of Credit Suisse, the former Co-Head of Global FIG at Morgan Stanley, the founder of Asha Impact, as a senior advisor to the Canada Pension Plan Investment Board (“CPPIB”), and also the person who developed and now teaches Harvard Business School’s first MBA course on sustainable investing. The Growth for Good network for the sourcing of our target company is all the more compelling once the connectivity of the rest of the team is taken into account, including venture capital leaders alongside seasoned veterans from Kellogg, General Electric, Hain Celestial, Twitter and others.
Furthermore, our team is comprised of seasoned operators in the sustainability space, which is both a predictor of better SPAC performance and a way to provide considerable added value to a target company. According to Wolfe Research, after merging, operator-led SPACs outperformed both other SPACs by roughly 40% and their sectors by roughly 10%. While not statistically significant, the findings strongly suggest that operators make a meaningful difference. Equally, if not more importantly to a target company, the Growth for Good team are eager to be helpful to the target company by adding value beyond capital where possible. Our operational experience enables us to help with business strategy, to facilitate industry connections, to assist in potential offtake agreements, to help create linkages for potential strategic partnerships and so on.
The Growth for Good team is not seeking a target solely for the purposes of a transaction, but rather we are seeking a long-term relationship with the company. During exploratory conversations with potential target companies, we will present ourselves as we are—a values aligned team deeply committed to inclusion and sustainability and desiring to support the company in its ambitions over the long-term.
Our target company identification, assessment and selection process will follow a rigorous investment process, informed by the extensive experience of our team in the identification and implementation of mergers, acquisitions and capital raising initiatives. Consistent with our mission and business strategy, we plan to identify high-quality targets run by top-tier teams that are pursuing large and growing addressable market opportunities. We expect to be guided by the criteria outlined below in evaluating opportunities, but we may decide to complete our initial business combination with a target business that does not meet some or all of these criteria.
We intend to focus on targets that we believe offer:
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best-in-class inclusion and sustainability solutions to the market that will continue to be buoyed by macro trends going forward;
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a current defensible market position and a strong growth trajectory expected to generate highly attractive risk-adjusted returns for our shareholders, as exemplified by qualities such as differentiated technology, economies of scale, partnerships and agreements, brand value, distribution capabilities, or other competitive advantages along their value chain;
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an experienced management team and board with a proven track record that will benefit from our team’s collective experience, operational expertise, financial acumen, strategic insight, network and capital markets expertise; and
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are at an inflection point where they can be acquired at an attractive valuation and be well-received by public investors.
These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our 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 SEC.
Initial Business Combination
Nasdaq rules require that we 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 discounts and 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. We refer to this as the 80% of fair market value test. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion.
We anticipate structuring our initial business combination so that the post-transaction company will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, 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 the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of fair market value test. If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for seeking shareholder approval or for purposes of a tender offer, as applicable.
Other Considerations
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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.
We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.
Members of our management team and our independent directors may, directly or indirectly, own ordinary shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (a) 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 (b) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter that may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
Corporate Information
Our executive offices are located at 12 E 49th Street, 11th Floor, New York, NY 10017, and our telephone number is (646) 450-1265. We maintain a corporate website at www.g4ginvestment.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.
We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law that 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 that is in the nature of estate duty or inheritance tax will be payable (a) on or in respect of our shares, debentures or other obligations or (b) 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, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and 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 (a) the last day of the fiscal year (x) following the fifth anniversary of the completion of this offering, (y) in which we have total annual gross revenue of at least $1.07 billion, or (z) 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 equals or exceeds $700 million as of the prior June 30, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (a) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (b) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.
The Offering
In deciding 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 titled “Risk Factors” of this prospectus.
22,000,000 units (or 25,300,000 units if the underwriters’ over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of:
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one Class A ordinary share
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one right; and
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one-half of one redeemable warrant.
Units: “GFGDU”
Class A ordinary shares: “GFGD”
Rights: “GFGDR”
Warrants: “GFGDW”
Trading commencement and separation of Class A ordinary shares, rights and warrants
The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares, rights and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representatives 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, rights 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, rights 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, rights and warrants is prohibited until we have filed a Current Report on Form 8-K
In no event will the Class A ordinary shares, rights and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on
Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
Units:
Number outstanding before this offering
0
Number of private placement units to be sold in a private placement simultaneously with this offering
734,000(1)
Number outstanding after this
offering
22,734,000(1)(2)
Ordinary shares:
Number outstanding before this offering
6,325,000(3)(4)
Number outstanding after this
offering
28,234,000(1)(3)(5)
Rights:
Number of rights outstanding before this offering
0
Number of rights to be outstanding after this offering
22,000,000(1)
Warrants:
Number of warrants included in the private placement units to be sold simultaneously with this offering
367,000(1)
Number of warrants to be outstanding after this offering
11,367,000(1)(6)
(1)
Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 825,000 shares by our sponsor.
(2)
Comprised of 22,000,000 units sold in this offering and 734,000 private placement units to be sold in the private placement.
(3)
Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association. Such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination.
(4)
Includes 825,000 founder shares that are subject to forfeiture.
(5)
Includes 22,000,000 public shares and 5,500,000 founder shares, assuming 825,000 founder shares have been forfeited, and 734,000 shares sold as part of the private placement units.
(6)
Includes 11,000,000 public warrants and 367,000 private placement warrants sold as part of the private placement units.
Each whole warrant is exercisable to purchase one share of Class A ordinary shares at $11.50 per share, subject to adjustment as provided herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months following the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the 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).
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, and within 60 business days following our initial business combination to have declared effective, a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed; provided that, if our Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. Because the warrants are not exercisable until 30 days after the completion of our initial business combination, we do not currently intend to update the registration statement of which this prospectus forms a part or file a new registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants until after the initial business combination has been consummated.
The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of 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 public warrants
Once the public warrants become exercisable, we may redeem the outstanding public warrants, in whole and not in part, at a price of $0.01 per public warrant:
•
upon a minimum of 30 days’ prior written notice of redemption; and
•
if, and only if, the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a public warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading-day period ending three business days before we send the notice of redemption to the public warrant holders.
We will not redeem the public warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the public warrants is effective and a current prospectus relating to those shares of Class A ordinary shares is available throughout the 30-day redemption period or we have elected to require the exercise of the public warrants on a “cashless basis” as described below. If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If we call the public warrants for redemption as described above, we will have the option to require all holders that wish to exercise such warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their public warrants on a “cashless basis,” we will consider, among other factors, our cash position, the number of public warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of shares of Class A ordinary shares issuable upon the exercise of our public warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the 10-day average closing price as of the date on which the notice of redemption is sent to the holders of the warrants. The “10-day average closing price” means, as of any date, the average last reported sale price of the Class A ordinary shares as reported during the 10-trading-day period ending on the trading day prior to such date. Please see “Description of Securities—Warrants—Public Shareholders’ Warrants” for additional information.
Each holder of a right will receive one-sixteenth (1/16) of a Class A ordinary share upon consummation of our initial business combination. In the event we will not be the survivor upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-sixteenth (1/16) share underlying each right (without paying any additional consideration) upon consummation of the business combination. If we are unable to complete an initial business
combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds for their rights, and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. As a result, you must have 16 rights in order to receive a Class A ordinary share at the closing of our initial business combination.
On July 15, 2021, the sponsor acquired 6,325,000 Class B ordinary shares, par value $0.0001, for an aggregate purchase price of $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. 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 (excluding the private placement shares underlying the private placement units) upon the consummation of this offering. Up to 825,000 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters’ over-allotment option is exercised.
The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that:
•
prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason;
•
in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires, pursuant to our amended and restated memorandum and articles of association, approval of a special resolution, being either the affirmative vote of holders of at least two-thirds of our issued and outstanding ordinary shares who attend and vote at a general meeting, or a unanimous written resolution of all shareholders entitled to vote), holders of our founder shares will have 10 votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share;
•
the founder shares are subject to certain transfer restrictions, as described in more detail below;
•
our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (a) waive their redemption rights
with respect to their founder shares; (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 (i) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), or (ii) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; and (c) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 8,250,001, or 37.5% (assuming all issued and outstanding shares are voted and the over- allotment option is not exercised), or 1,375,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 22,000,000 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;
•
our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed that (subject to the completion of the initial business combination) 25% of the founder shares then held by the sponsor and each member of our management team shall be considered to be newly unvested shares, one-half of which (or 12.5% of the shares then held by the sponsor) will vest only if the closing price of our Class A ordinary shares on Nasdaq equals or exceeds $12.50 for any 20 trading days within a 30-trading-day period (the “First Share Price Level”) on or after the first anniversary of the closing of the initial business combination but before the fifth anniversary; and one-half of which (or 12.5% of the shares then held by the sponsor) will vest only if the closing price of our Class A ordinary shares on Nasdaq equals or exceeds $15.00 for any 20 trading days within a 30-trading-day period (the “Second Share Price Level”), on or after the first anniversary of the closing of the initial business combination but before the fifth anniversary. Our sponsor and each member of our management team have agreed, subject to exceptions, not to transfer any unvested founder shares prior to the date such securities become vested. Founder shares, if any, that remain unvested at the fifth anniversary of the closing of the initial business combination will be forfeited;
•
the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association; and
•
the founder shares are entitled to registration rights.
Transfer restrictions on founder shares and private placement units
Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to
the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares, private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversions or exercise thereof.
Founder shares conversion and anti-dilution rights
The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if we do not consummate an initial business combination, at the time of our initial business combination or earlier at the option of the holders thereof at a ratio, such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the private placement shares underlying the private placement units) upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement units and private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt.
Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 734,000 private placement units (or 800,000 private placement units if the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit for an aggregate purchase price of $7,340,000 (or $8,000,000 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 purchase price of the private placement units will be added to the proceeds from this offering to 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 within 21 months
from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), the proceeds from the sale of the private placement units held in the trust will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement units will expire worthless. The private placement units are identical to the units sold in this offering, except the private placement units do not contain rights and that the private placement warrants included in the private placement units: (a) will not be redeemable by us and (b) may be exercised for cash or on a cashless basis, as described in this prospectus.
Appointment or removal of directors; Voting rights
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. In addition, in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires, pursuant to our amended and restated memorandum and articles of association, approval of a special resolution, being either the affirmative vote of holders of at least two-thirds of our issued and outstanding ordinary shares who attend and vote at a general meeting, or a unanimous written resolution of all shareholders entitled to vote), holders of our founder shares will have 10 votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share. As a result, our initial shareholders will be able to approve any such proposal without the vote of any other shareholder. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting, which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.
Transfer restrictions on private placement warrants
The private placement warrants will not be transferable, assignable or saleable until the date that is 30 days after the completion of our initial business combination (except as
described below under “Principal Shareholders—Transfers of Founder Shares and Private Placement Units”).
Cashless exercise of private placement warrants
If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the warrants, multiplied by the excess of the “10-day average closing price” as of the date prior to the date on which notice of exercise is sent or given to the warrant agent, less the warrant exercise price by (y) the 10-day average closing price. The reason that we have agreed that these warrants will be exercisable on a cashless basis is because it is not known at this time whether the initial purchasers or their permitted transferees will be affiliated with us following a business combination. If our sponsor or its permitted transferees 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 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 they are in possession of material non-public information. Accordingly, unlike public shareholders who could sell the shares of Class A ordinary shares issuable upon exercise of the public warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
Proceeds to be held in trust account
Of the proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $220,000,000, or $253,000,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds to be placed in the trust account include $7,700,000 (or $8,855,000 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 income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement units held in the trust account will not be released from the trust account (a) to us, until the completion of our initial business combination, or (b) to our public shareholders, until the earliest of (i) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated our business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.
Anticipated expenses and funding sources
Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account may be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.
government treasury obligations. Assuming an interest rate of 0.20% per year, we estimate the interest earned on the trust account will be approximately $440,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from:
•
the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $222,290,000 in working capital after the payment of approximately $5,050,000 in expenses relating to this offering; and
•
any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds to us in such circumstances, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination.
Conditions to completing our initial business combination
So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the 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 signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test.
We may 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. However, we will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the 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. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test, provided that in the event that the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.
Permitted purchases and other transactions with respect to our securities
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares, rights or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares, rights or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business—Permitted Purchases and Other Transactions with Respect to Our Securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.
The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination, (3) reduce the number of rights outstanding or vote such rights on any matters submitted to the rights holders for approval in connection with our initial business combination or (4) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Redemption rights for public shareholders upon completion of our initial business combination
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our rights or warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team has entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (a) the completion of our initial business combination, and (b) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (i) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have
their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (ii) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
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 either prior to or upon consummation of an initial business combination. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (a) cash consideration to be paid to the target or its owners, (b) cash to be transferred to the target for working capital or other general corporate purposes or (c) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
Manner of conducting redemptions
We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (a) in connection with a general meeting called to approve the business combination or (b) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares (excluding the private placement shares underlying the private placement units) or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. So long as we
obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
If we hold a shareholder vote to approve our initial business combination, we will:
•
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
•
file proxy materials with the SEC.
If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 8,250,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,375,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 22,000,000 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. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.
Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
•
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
•
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold 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 disbursed directly by the trustee to pay amounts due to any public shareholders who
properly exercise their redemption rights as described above adjacent to the caption “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the 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 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 the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other 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 within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) to consummate our initial business combination. If we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of up to $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), we will: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights or warrants, which will expire worthless if we fail to consummate an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of up to $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association).
Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) (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).
The underwriters have agreed to waive their right to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (i) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (ii) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption “Limitations on redemptions.” For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.
Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law.
Limited payments to insiders
There will be no finder’s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account prior to the completion of our initial business combination:
•
Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
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Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
•
Repayment of loans that 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 units of the post-combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
Any such payments will be made either (x) prior to our initial business combination using proceeds of this offering and the sale of the private placement units held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (y) in connection with or after the consummation of our initial business combination.
We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section titled “Management—Committees of the Board of Directors—Audit Committee.”
Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, 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, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (a) 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 (b) 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.
Risk Factor Summary
We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section titled “Risk Factors” of this prospectus, including, but not limited to, the following:
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We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
•
Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us or future performance of the business we may acquire.
•
Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
•
Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
•
If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
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The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
•
The requirement that we consummate an initial business combination within 18 months after the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) 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.
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Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (“COVID-19”) outbreak and the status of debt and equity markets.
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We may not be able to consummate an initial business combination within 18 months (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum
and articles of association) after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
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If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
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If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
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You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
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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.
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You will not be entitled to protections normally afforded to investors of many other blank check companies.
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If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless.
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If the net proceeds of this offering and the sale of the private placement units not being held in the trust account are insufficient to allow us to operate for the 18 months following the closing of this offering (or 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.
SUMMARY FINANCIAL DATA
The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
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September 30, 2021
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Actual
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As Adjusted
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Balance Sheet Data:
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Working (deficiency) capital(1)
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$
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(255,981)
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$
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222,309,500
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Total assets(2)
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275,481
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222,309,500
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Total liabilities(3)
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255,981
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7,700,000
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Value of ordinary shares subject to possible redemption(4)
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—
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220,000,000
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Shareholders’ equity (deficit)(5)
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19,500
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(5,390,500)
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(1)
The “as adjusted” calculation includes $220,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement units plus $2,290,000 of cash held outside the trust account (assuming no exercise of the underwriters’ over-allotment option), plus $19,500 of actual shareholders’ equity on September 30, 2021.
(2)
The “as adjusted” calculation equals $220,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement units, plus $2,290,000 in cash held outside the trust account (assuming no exercise of the underwriters’ over-allotment option), plus $19,500 of actual shareholders’ equity on September 30, 2021.
(3)
The “as adjusted” calculation equals $7,700,000 of deferred underwriting commissions, assuming the underwriters’ over-allotment option is not exercised.
(4)
The “as adjusted” calculation equals the 22,000,000 Class A ordinary shares purchased in the public offering multiplied by the redemption value of $10.00 per share.
(5)
Excludes 22,000,000 ordinary shares sold in the offering that 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 ($10.00 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.
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
We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently incorporated company, 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 with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.
Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
We may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirements. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirements, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.
Please see the section titled “Proposed Business—Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.
If we seek shareholder approval of our initial business combination, our sponsor and members of our 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, on an as-converted basis, 20% of our outstanding ordinary shares (excluding the private placement shares underlying the private placement units) immediately following the completion of this offering.
Our sponsor and members of our 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, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. As a result, in addition to our initial shareholders’ founder shares, we would need 8,250,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,375,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 22,000,000 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. Accordingly, if we seek shareholder approval of our initial business
combination, the agreement by our sponsor and each member of our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.
Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.
The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination, or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements or arrange for third-party financing. In addition, if a larger number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the
probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.
The requirement that we consummate an initial business combination within 18 months after the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) 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 consummate an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association). 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 time frame 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 target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus COVID-19 outbreak and the status of debt and equity markets.
In December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” The pandemic, together with resulting voluntary and U.S. federal and state and non-U.S. governmental actions, including, without limitation, mandatory business closures, public gathering limitations, restrictions on travel and quarantines, has meaningfully disrupted the global economy and markets. Although the long-term economic fallout of COVID-19 is difficult to predict, it has and is expected to continue to have ongoing material adverse effects across many, if not all, aspects of the regional, national and global economy. The COVID-19 outbreak has and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continues to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability
to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.
We may not be able to consummate an initial business combination within 18 months after the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), 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 consummate an initial business combination within 18 months after the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of up to $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association). Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our rights and warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.
If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares, rights or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares, rights or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares, rights or warrants in such transactions.
In the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination, (3) reduce the number of rights outstanding or vote such rights on any matters submitted to the rights holders for approval in connection with our initial business combination or (4) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such 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, rights or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business—Permitted Purchases and Other Transactions with Respect to Our Securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.
If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Proposed Business—Business Strategy—Effecting Our Initial Business Combination—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”
If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association 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, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless.
We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for business combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. 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 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 have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.
If the net proceeds of this offering and the sale of the private placement units not being held in the trust account are insufficient to allow us to operate for the 18 months following the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our 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 units, only approximately $2,290,000 will be available to us initially outside the trust account to fund our working capital requirements. We believe that, upon the closing of this offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for at least the 18 months following the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association); however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies 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 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 our offering expenses exceed our estimate of $650,000, we may fund such excess with funds not to be held in the trust account. In such case, unless funded by the proceeds of loans available from our sponsor, its affiliates or members of our management team, 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 650,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or members of our management team 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 have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares, and our rights and warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share,” and other risk factors herein.
Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations, and their interpretation and application, may also change from time to time, and those changes could have a material adverse effect on our business, investments and results of operations. In
addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
If we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), our public shareholders may be forced to wait beyond such 18 months (or 21 months) before redemption from our trust account.
If we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 18 months (or 21 months) from the closing of this offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law.
Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific 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, nor 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 holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, 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 have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or if less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless.
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 all appropriate due diligence. Furthermore, some of these risks may be outside of our control, and may leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.
We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent 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 if 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 may leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.
We are not required to obtain an opinion from an investment banking firm or any other independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or any other independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.
Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless.
We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our rights and warrants will expire worthless.
We may have a limited ability to assess the management of a prospective target business and, as a result, may affect 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 holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and, thus, negatively impact the value of our shareholders’ investment in us.
Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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our inability to pay dividends on our Class A ordinary shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares, if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business, and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions, and adverse changes in government regulation; and
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes, and other disadvantages compared to our competitors who have less debt.
We may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
The net proceeds from this offering and the sale of the private placement units will provide us with up to $227,340,000 (or $261,000,000 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account the $7,700,000 or $8,855,000, if the over-allotment option is exercised in full, of deferred underwriting commissions being held in the trust account and the estimated expenses of this offering).
We may effectuate our initial business combination with a single-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 the operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry.
Accordingly, the prospects for our success may be:
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solely dependent upon the performance of a single business, property or asset; or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous
closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers), and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless.
Although we believe the net proceeds of this offering and the sale of the private placement units will be sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the sale of the private placement units prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled either to restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our rights and 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.
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 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 may reincorporate in another jurisdiction in connection with our initial business combination, and such reincorporation may result in taxes imposed on shareholders or warrant holders.
We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident, or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes.
Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
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 a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such 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.
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 valuations of business combination targets and the cost of our initial business combination, and could even result in our inability to find a target or to consummate an initial business combination.
In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target and to consummate an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate, or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate, an initial business combination on terms favorable to our investors altogether.
We may engage the underwriters or one of their respective affiliates to provide additional services to us after this offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. The underwriters are entitled to receive deferred commissions that will be released from the trust only on completion of an initial business combination. These financial incentives may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination.
We may engage the underwriters or one of their respective affiliates to provide additional services to us after this offering, including, for example, identifying potential targets, providing financial advisory services,
acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriters or their respective affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with the underwriters or their affiliates, and no fees or other compensation for such services will be paid to the underwriters or their affiliates prior to the date that is 60 days from the date of this prospectus, unless such payment would not be deemed underwriters’ compensation in connection with this offering. The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination. The fact that the underwriters or their respective affiliates’ financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.
Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance, or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.
In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
Risk 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: (a) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (ii) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; and (c) the redemption of our public shares if we have not completed our initial business within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in
either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of rights and warrants will not have any right to the proceeds held in the trust account with respect to the rights and warrants, respectively. Accordingly, to liquidate your investment, you may be forced to sell your public shares, rights and/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 have our units listed on Nasdaq on or promptly after the date of this prospectus and our Class A ordinary shares, rights and warrants listed on or promptly after their date of separation. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in Nasdaq listing standards, our securities may not 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, such as a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, our units will not be traded after completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq initial listing requirements, which are more rigorous than Nasdaq continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $5.0 million, and we would be required to have a minimum of 300 round lot holders of our securities. We may not be able to meet those listing requirements at that time, especially if there are a significant number of redemptions in connection with our initial business combination.
If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our Class A ordinary shares, rights and warrants will be listed on Nasdaq, our units, Class A ordinary shares, rights and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities
issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on 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.
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 units 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 not be offering a penny stock, 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 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 third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.
Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, 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 perform an analysis of the alternatives available to it and will enter into an agreement only with a third-party that has not executed a waiver if management believes such third-party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where 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 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), 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 $10.00 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 it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amounts in the trust account to below the lesser of (a) $10.00 per public share and (b) 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 $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations; provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.
However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe 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 $10.00 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.
The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.00 per share.
The net proceeds of this offering and certain proceeds from the sale of the private placement units, in the amount of $227,340,000 (or $261,000,000 if the underwriters’ over- allotment option is exercised in full), will be held in an interest-bearing trust account. The proceeds held in the trust account may only be invested in direct U.S. Treasury obligations only having a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event we are unable to complete our initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income. If the balance of the trust account is reduced below $227,340,000 (or $261,000,000 if the underwriters’ over- allotment option is exercised in full) as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 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.
In the event the proceeds in the trust account are reduced below the lesser of (a) $10.00 per public share and (b) 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 $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.
We may not have sufficient funds to satisfy indemnification claims of our directors and executive 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 (except to the extent they are entitled to funds from the trust account due to their ownership of public shares in the event we do not consummate an initial business combination within the completion window). Accordingly, any indemnification provided will be able to be satisfied by us only if (a) we have sufficient funds outside of the trust account or (b) 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.
If, after we distribute the proceeds 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 proceeds 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 proceeds 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 proceeds 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 proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate, and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities,
each of which may make it difficult for us to complete our initial business combination.
In addition, we may have imposed upon us burdensome requirements, including:
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations to which we are currently not subject.
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 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 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: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (ii) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (c) absent our completing an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), 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 have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our rights and warrants will expire worthless.
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 for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.
We may not hold an annual general meeting until after the consummation of our initial business combination.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes, with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
You will not be permitted to exercise your warrants unless we register and qualify the issuance of the underlying Class A ordinary shares or certain exemptions are available.
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 may expire worthless. In no event will we be required to net cash settle any public warrant, or issue securities or other compensation in exchange for the public warrants in the event we are unable to register or qualify the shares underlying the public warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the public warrants is not so registered or qualified or exempt from registration or qualification, the holder of such public warrant shall not be entitled to exercise such public warrant, and such public warrant may have no value and may expire worthless. In such event, holders who acquired their public 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 public 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 pursuant to the warrant agreement. Under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement, of which this prospectus forms a part or a new registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct, or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis,” in accordance with Section 3(a)(9) of the Securities Act, and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky 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. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange
for the warrants in the event we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified, nor 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 may 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.
The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within 20 business days of the closing of an initial business combination.
The grant of registration rights to our sponsor 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 on or prior to the closing of this offering, our sponsor and its permitted transferees can demand that we register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement units and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants.
The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities owned by our sponsor or its permitted transferees are registered for resale.
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 do not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001, either prior to or upon consummation of an initial business combination. 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 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 instead we may search for an alternate business combination.
In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We 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, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate 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 at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants, 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, and 50% of the number of the then outstanding private placement warrants. 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) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), or (b) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To the extent any such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities.
The provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.
Our amended and restated memorandum and articles of association provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit proceeds of this offering and the sale of the private placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, or a unanimous written resolution of all shareholders entitled to vote, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least two-thirds of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by at least two-thirds of our ordinary shares who attend and vote at our general meeting, which shall include the affirmative vote of a simple majority of our Class B ordinary shares, or a unanimous written resolution of all shareholders entitled to vote. Our sponsor
and its permitted transferees, if any, who will collectively beneficially own, on an as-converted basis, 20% of our Class A ordinary shares upon the closing of this offering (excluding the private placement shares underlying the private placement units and 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 blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.
Our sponsor, executive officers, directors and director nominees have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (a) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company subject to satisfaction of certain conditions, including the deposit of up to $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), or (b) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
Our initial shareholders hold a substantial interest in us, and will control the election and removal of members of our board of directors prior to our initial business combination. As a result, our initial shareholders will control our board and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
Upon closing of this offering, our initial shareholders will own 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement units and 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 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 sponsor nor, to our knowledge, any of our officers or directors, has 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 term of 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, 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 will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors prior to our initial business combination. Holders of our public shares will have no right to vote on the election or removal of directors during such time. In addition, holders of our Class B ordinary shares, will, in a vote
to continue the Company in a jurisdiction outside the Cayman Islands (which requires, pursuant to our amended and restated memorandum and articles of association, approval of a special resolution, meaning either the affirmative vote of holders of at least two-thirds of our issued and outstanding ordinary shares who attend and vote at a general meeting, or a unanimous written resolution of all of our shareholders entitled to vote), entitle the holders to 10 votes for every founder share. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution. As a result, you will not have any influence over the election or removal of directors or our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination. Accordingly, our initial shareholders, including our sponsor, will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.
Unlike some other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial business combination, or earlier, at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (a) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (b) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial business combination and any private placement units issued to our sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different from some other similarly structured blank check companies in which the initial shareholders will be issued only an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.
Our sponsor contributed $25,000 or approximately $0.004 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.
The difference between the public offering price per share (allocating all of the unit purchase price to the Class A ordinary share and none to the warrant included in the unit) and the pro forma net tangible book value per Class A ordinary share after this offering constitutes the dilution to you and the other investors in this offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon 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 107.5% (or $10.12 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share of $(0.71) and the average price per share after this offering and the private placement (including shares underlying rights) of $9.41 per unit. This dilution would increase to the extent the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination, and would become exacerbated to the extent public shareholders seek redemptions from the trust for their public shares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity- linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the
warrants may be amended without the consent of any holder for the purpose of: (a) curing any ambiguity or correcting any mistake or defective provision, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus; (b) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement; (c) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable, and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants; or (d) solely with respect to the private placement warrants, amending the terms of such private placement warrants as may be necessary or advisable to provide for an alternative accounting treatment of such private placement warrants, provided that any such amendment shall not materially and adversely affect the rights of the registered holders of such private placement warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.
Our management’s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the public warrants than they would have received had they been able to exercise their public warrants for cash.
If we call our public warrants for redemption after the redemption criteria described elsewhere in this prospectus have been satisfied, our management will have the option to require any holder that wishes to exercise its public warrants (including any public warrants held by our sponsor, officers, directors or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their public warrants on a cashless basis, 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 their public warrants for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in us.
Our warrant agreement and rights 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 and rights, respectively, which could limit the ability of warrant or rights holders to obtain a favorable judicial forum for disputes with our company.
Our warrant and rights agreements will provide that, subject to applicable law, (a) 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, (b) any action, proceeding or claim against us arising out of or relating in any way to the rights agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (c) in each case, 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 and rights agreements 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 or rights, as applicable, shall be deemed to have notice of, and consented to, the forum provisions in our warrant and rights agreement, as applicable. If any action, the subject matter of which is within the scope of the forum provisions of the warrant or rights agreement, as applicable, 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 or rights, as applicable, such holder shall be deemed to have consented to: (i) 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 (ii) having service of process made upon such warrant holder or rights holder, as applicable, in any such enforcement action by service upon such warrant or rights holder’s counsel in the foreign action as agent for such warrant holder or right holder, as applicable.
This choice-of-forum provision may limit a warrant or right 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 these provisions of our warrant or rights agreements to be inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations, and result in a diversion of the time and resources of our management and board of directors.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem issued and outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of the Class A ordinary shares has been at least $18.00 per share for any 20 trading days within a 30-trading-day period ending three business days before we send the notice of redemption to the warrant holders (as adjusted for changes to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”). Please see “Description of Securities— Warrants—Public Shareholders’ Warrants—Redemption of public warrants.” If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the public warrants as set forth above, even if the holders are otherwise unable to exercise the public warrants. Redemption of the issued and outstanding public warrants could force you to (a) exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants, or (c) accept the nominal redemption price which, at the time the issued and outstanding public warrants are called for redemption, we expect would be substantially less than the market value of your public warrants. None of the private placement warrants will be redeemable by us.
Our rights and 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 11,000,000 of our Class A ordinary shares (or up to 12,650,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full), at a price of $11.50 per whole share (subject to adjustment as provided herein), and 20,000,000 rights entitling the holder thereof to receive one-sixteenth (1/16) of one Class A ordinary share upon the consummation of our initial business combination 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 734,000 private placement units (or 800,000 private placement units if the underwriters’ over-allotment option is exercised in full). The private placement units will have underlying warrants to purchase an aggregate of 367,000 Class A ordinary shares (or up to 400,000 if the underwriters’ over-allotment option is exercised in full). Both warrants will be exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. In addition, if the sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 150,000 private placement units, at the price of $10.00 per unit. We may also issue Class A ordinary shares in connection with our redemption of our warrants, as described in “Description of Securities—Warrants.”
To the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants 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.
Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit contains one-half of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if a unit included a warrant to purchase one share.
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 complete an initial business combination. In addition, the value of the sponsor’s founder shares will be significantly greater than the amount our sponsor paid to purchase such shares in the event we complete an initial business combination, even if the business combination causes the trading price of our Class A ordinary shares to materially decline.
Our sponsor has committed to invest an aggregate of $7,365,000 in us in connection with this offering, comprised of the $25,000 purchase price for the founder shares and the $7,340,000 purchase price for the private placement units. We are offering our units to the public at an offering price of $10.00 per unit, and the amount in our trust account is initially anticipated to be $10.00 per public share, implying an initial value of $10.00 per public share. However, because the sponsor paid only a nominal purchase price of approximately $0.004 per share for the founder shares, the value of your public shares may be significantly diluted as a result of the automatic conversion of our sponsor’s founder shares into shares of Class A ordinary shares upon our completion of an initial business combination.
The following table shows the public shareholders' and our sponsor’s investment per share and how these compare to the implied value of one share of Class A ordinary shares upon the completion of our initial business combination. The following table assumes that: (a) our valuation is $220,000,000 (which is the amount we would have in the trust account for our initial business combination assuming the underwriters’ overallotment option is not exercised); (b) no interest is earned on the funds held in the trust account; (c) no public shares are redeemed in connection with our initial business combination; (d) all founder shares are held by our initial shareholders upon completion of our initial business combination; and (e) the over-allotment option is not exercised by the underwriters, and does not take into account other potential impacts on our valuation at the time of the initial business combination, such as (i) the value of our public and private placement units, (ii) the trading price of our shares of Class A ordinary shares, (iii) the initial business combination transaction costs (including payment of $7,700,000 of deferred underwriting commissions, or up to $8,855,000, if the underwriters’ over-allotment option is exercised in full), (iv) any equity issued or cash paid to the target’s sellers, (v) any equity issued to other third party investors, or (vi) the target’s business itself.
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Class A ordinary shares held by public shareholders
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22,000,000 shares
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Class B ordinary shares held by our sponsor
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5,500,000 shares
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Total shares of ordinary shares
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27,500,000 shares
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Total funds in trust at the initial business combination
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$220,000,000
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Public shareholders’ investment per share of Class A ordinary shares(1)
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$10.00
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Our sponsor’s investment per share of Class B ordinary shares(2)
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$0.004
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Implied value per share of Class A ordinary shares upon the initial business combination(3)
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$8.00
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(1)
While the public shareholders’ investment is in both the public shares and the public warrants, for purposes of this table, the full investment amount is ascribed to the public shares only.
(2)
The sponsor’s total investment in the equity of the company, inclusive of the founder shares and the sponsor’s $7,340,000 investment in the private placement units, is $7,365,000. For purposes of this table, the full investment amount is ascribed only to the founder shares.
(3)
All founder shares held by our sponsor would automatically convert into shares of Class A ordinary shares upon completion of our initial business combination.
Based on these assumptions, each share of Class A ordinary shares would have an implied value of $8.00 per share upon completion of our initial business combination, representing a 20% decrease from the initial implied value of $10.00 per public share. While the implied value of $8.00 per share of Class A ordinary shares upon completion of our initial business combination would represent a dilution to our public shareholders, this would represent a significant increase in value for our sponsor relative to the price it paid for each founder share. At $8.00 per share of Class A ordinary shares, the 5,500,000 shares of Class A ordinary shares that the sponsor would own upon completion of our initial business combination (after automatic conversion of the sponsor’s 5,500,000 founder shares) would have an aggregate implied value of $44,000,000. As a result, even if the trading price of our Class A ordinary shares significantly declines, the value of the founder shares held by our sponsor will be significantly greater than the amount our sponsor paid to purchase such shares. In addition, our sponsor could potentially recoup its entire investment in our company even if the trading price of our shares of Class A ordinary shares after the initial business combination is as low as $1.00 per share. As a result, our sponsor is likely to earn a substantial profit on its investment in us upon disposition of its shares of Class A ordinary shares even if the trading price of our shares of Class A ordinary shares declines after we complete our initial business combination, even if the value of the public shares declines significantly. Our sponsor may therefore be economically incentivized to complete 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
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 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, rights and warrants underlying the units, include:
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the history and prospects of companies whose principal business is the acquisition of other companies;
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prior offerings of those companies;
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our prospects for acquiring an operating business at attractive values;
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a review of debt-to-equity ratios in leveraged transactions;
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our capital structure;
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an assessment of our management and their experience in identifying operating companies;
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general conditions of the securities markets at the time of this offering; and
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other factors as were deemed relevant.
Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.
There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities. Shareholders, therefore, have no access to information about prior market history on which to base their investment decision. Following this offering, the price of
our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 outbreak. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
Our amended and restated memorandum and articles of association will provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.
Our amended and restated memorandum and articles of association will provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Actor our amended and restated memorandum and articles of association, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim.
Our amended and restated memorandum and articles of association will also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.
This choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute inother jurisdictions, which could have adverse effect on our business and financial performance.
Risks Relating to our Sponsor and Management Team
Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.
Information regarding performance is presented for informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee of either (a) our ability to successfully identify and execute a transaction, or (b) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.
We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
We will consider a business combination outside our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination target, 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 target. In the event we elect to pursue an acquisition outside 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 we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.
The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.
Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. We believe our success depends on the continued service of our key personnel, at least until we have consummated our initial business combination. None of our officers is required to commit any specified amount of time to our affairs and, accordingly, they will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. If our officers’ and directors’ other business affairs require them to devote more substantial amounts of time to their other business activities, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate our initial business combination. In addition, we do not have employment agreements with, or key-man insurance on the life of, any of our officers. The unexpected loss of the services of our key personnel could have a detrimental effect on us.
The role of our key personnel after our initial business combination, however, remains to be determined. Although some of our key personnel serve in senior management or advisory positions following our initial business combination, it is likely that most of, if not all, the management of the target business will remain in place. These individuals may be unfamiliar with the requirements of operating a public company which could cause us to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming, and could lead to various regulatory issues which may adversely affect our operations.
Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, 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.
The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our executive officers’ and directors’ other business affairs, please see “Management—Officers, Directors and Director Nominees.”
Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, 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 or entities. 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, subject to his or her fiduciary duties under Cayman Islands law. 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.
Our sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (a) 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 (b) 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.
For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest of which you should be aware, please see “Management—Officers, Directors and Director Nominees,” “Management—Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”
Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us, or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers. 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, executive officers, directors or initial shareholders which may raise potential conflicts of interest.
In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Management—Conflicts of Interest.” Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines 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 if such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, potential conflicts
of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.
In addition, our sponsor may transfer certain of its Class B ordinary shares to our directors or advisors or their affiliates, in conjunction with our initial business combination in the event such parties bring specific target company, industry or market expertise, as well as insights or relationships we believe are necessary to locate, assess, negotiate and consummate an initial business combination.
Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
On July 15, 2021, our sponsor acquired 6,325,000 Class B ordinary shares, par value $0.0001 for an aggregate purchase price of $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. 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. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 734,000 private placement units (or 800,000 private placement units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit ($7,340,000 in the aggregate or $8,000,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not consummate an initial business within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of up to $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), the private placement units will expire worthless. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 18-month anniversary of the closing of this offering nears, which is generally the deadline for our consummation of an initial business combination.
Our letter agreement with our sponsor, directors, officers and senior advisors may be amended without shareholder approval.
Our letter agreement with our sponsor, directors, officers and senior advisors contains provisions relating to transfer restrictions of our founder shares and private placement units, the vesting of 25% of the founder shares held by the sponsor, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment, and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.
Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-business combination
company owns or acquires 50% or more of the outstanding voting securities of the target, or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the outstanding 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. 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 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.
General Risk Factors
We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles of association authorize the issuance of up to 479,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. Immediately after this offering, there will be 165,000,000 and 11,250,000 (assuming, in each case, that the underwriters have not exercised their over-allotment option) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount 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, if any. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof, as described herein and in our amended and restated memorandum and articles of association. Immediately after this offering, there will be no preference shares issued and outstanding.
We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants, as described in “Description of Securities—Warrants—Public Shareholders’ Warrants,” or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (a) receive funds from the trust account or (b) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:
•
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
•
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
•
could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
•
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
•
may adversely affect prevailing market prices for our units, Class A ordinary shares, rights and/or warrants; and
•
may not result in adjustment to the exercise price of our warrants.
We may be a passive foreign investment company (“PFIC”) which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Taxation—United States Federal Income Tax Considerations—General”) of our Class A ordinary shares, rights and/or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned “Taxation—United States Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules”). Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“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 currently be unavailable with respect to our rights or warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules. For a more detailed discussion of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Taxation—United States Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.”
We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that
have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally, we are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (a) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (b) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates, equals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer, or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.
We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs 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 Ogier, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (a) 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 (b) 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, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), 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.
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 will include a staggered board of directors, the ability of the board of directors to designate the terms of and issue a new series of preference shares, and the fact that prior to the completion of our initial business combination, only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and could lead to financial loss.
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
•
we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of 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 Nasdaq corporate governance requirements.
Risks Associated with Acquiring and Operating a Business in Foreign Countries
If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies, and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:
•
costs and difficulties inherent in managing cross-border business operations;
•
rules and regulations regarding currency redemption;
•
complex corporate withholding taxes on individuals;
•
laws governing the manner in which future business combinations may be effected;
•
exchange listing and/or delisting requirements;
•
tariffs and trade barriers;
•
regulations related to customs and import/export matters;
•
local or regional economic policies and market conditions;
•
unexpected changes in regulatory requirements;
•
longer payment cycles;
•
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
•
currency fluctuations and exchange controls;
•
rates of inflation;
•
challenges in collecting accounts receivable;
•
cultural and language differences;
•
employment regulations;
•
underdeveloped or unpredictable legal or regulatory systems;
•
corruption;
•
protection of intellectual property;
•
social unrest, crime, strikes, riots and civil disturbances;
•
regime changes and political upheaval;
•
terrorist attacks, natural disasters and wars; and
•
deterioration of political relations with the United States.
We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
If our 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 may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If, in the future, such country’s economy, experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive 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.
We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted, and are likely to continue to result in, increased general and administrative expenses, and a diversion of management time and attention from seeking a business combination target.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
•
our ability to select an appropriate target business or businesses;
•
our ability to complete our initial business combination;
•
our expectations around the performance of a 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 recent 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 we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
USE OF PROCEEDS
We are offering 22,000,000 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 units, 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)
|
|
|
|
$
|
220,000,000
|
|
|
|
|
$
|
253,000,000
|
|
|
|
Gross proceeds from sale of the private placement units offered in the private placement
|
|
|
|
$
|
7,340,000
|
|
|
|
|
$
|
8,000,000
|
|
|
|
Total gross proceeds
|
|
|
|
$
|
227,340,000
|
|
|
|
|
$
|
261,000,000
|
|
|
|
Underwriting commissions and estimated offering expenses(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
|
|
|
$
|
4,400,000
|
|
|
|
|
$
|
5,060,000
|
|
|
|
Legal fees and expenses
|
|
|
|
|
330,000
|
|
|
|
|
|
330,000
|
|
|
|
Accounting fees and expenses
|
|
|
|
|
80,000
|
|
|
|
|
|
80,000
|
|
|
|
Printing and engraving expenses
|
|
|
|
|
30,000
|
|
|
|
|
|
30,000
|
|
|
|
Travel and roadshow
|
|
|
|
|
25,000
|
|
|
|
|
|
25,000
|
|
|
|
SEC/FINRA Expenses
|
|
|
|
|
66,052
|
|
|
|
|
|
66,052
|
|
|
|
Nasdaq listing and filing fees
|
|
|
|
|
75,000
|
|
|
|
|
|
75,000
|
|
|
|
Miscellaneous(4)
|
|
|
|
|
43,948
|
|
|
|
|
|
43,948
|
|
|
|
Total estimated offering expenses (other than deferred underwriting commissions)
|
|
|
|
$
|
650,000
|
|
|
|
|
$
|
650,000
|
|
|
|
Proceeds after underwriting commissions and estimated offering
expenses
|
|
|
|
$
|
222,290,000
|
|
|
|
|
$
|
255,290,000
|
|
|
|
Held in trust account(3)
|
|
|
|
$
|
220,000,000
|
|
|
|
|
$
|
253,000,000
|
|
|
|
% of public offering size
|
|
|
|
|
100%
|
|
|
|
|
|
100%
|
|
|
|
Not held in trust account
|
|
|
|
$
|
2,290,000
|
|
|
|
|
$
|
2,290,000
|
|
|
The following table shows the use of the estimated $2,290,000 of net proceeds not held in the trust account.(4)(5)
|
|
|
|
Amount
|
|
|
% of
Total
|
|
|
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(6)
|
|
|
|
$
|
500,000
|
|
|
|
|
|
21.8%
|
|
|
|
Legal and accounting fees related to regulatory reporting obligations
|
|
|
|
|
200,000
|
|
|
|
|
|
8.7%
|
|
|
|
Expenses for office space, utilities, administrative and support services
|
|
|
|
|
300,000
|
|
|
|
|
|
13.1%
|
|
|
|
Nasdaq listing fees
|
|
|
|
|
75,000
|
|
|
|
|
|
3.3%
|
|
|
|
Director & Officer liability insurance premiums
|
|
|
|
|
1,000,000
|
|
|
|
|
|
43.7%
|
|
|
|
Working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income)
|
|
|
|
|
215,000
|
|
|
|
|
|
9.4%
|
|
|
|
Total
|
|
|
|
$
|
2,290,000
|
|
|
|
|
|
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 will be paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. As of September 30, 2021, we had borrowed $76,527 under the
promissory note with our sponsor to be used for a portion of the expenses in this offering. These amounts will be repaid upon completion of this offering out of the offering proceeds that have been allocated for the payment of offering expenses (other than underwriting commissions) and not to be held in the trust account. In the event offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. These expenses are estimates only. In the event the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account.
(3)
The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Accordingly, upon and concurrently with the completion of our initial business combination, $7,700,000, which constitutes the underwriters’ deferred commissions (or $8,855,000 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)
Includes organizational and administrative expenses and may include amounts related to above-listed expenses in the event actual amounts exceed estimates.
(5)
Assumes no exercise of the underwriters’ over-allotment option.
(6)
Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing.
Of the $227,340,000 (or $261,000,000 if the underwriters’ over-allotment option is exercised in full) in gross proceeds we receive from this offering and the sale of the private placement units, $220,000,000 (or $253,000,000 if the underwriters’ over- allotment option is exercised in full), $10.00 per unit in either case, will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,400,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,060,000 if the underwriters’ over-allotment option is exercised in full) and an aggregate of $2,940,000 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 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 will not be permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, until the earliest of (a) the completion of our initial business combination, (b) 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 within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), subject to applicable law, or (c) 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 (i) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), or (ii) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Based on current interest rates, we expect that interest income earned on the trust account (if any) will be sufficient to pay our income taxes.
The net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business
combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination.
We believe that amounts not held in trust, together with funds available to us from loans from our sponsor, its affiliates or members of our management team will be sufficient to pay the costs and expenses to which such proceeds are allocated. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors although they are under no obligation to advance funds to us in such circumstances.
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. As of September 30, 2021, we had borrowed $76,527 under the unsecured promissory note with our sponsor. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2022 and the closing of this offering. The loan will be repaid upon the closing of this offering out of the offering proceeds not held in the trust account.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside of 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 units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. 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, its affiliates or any members of our management team 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.
DIVIDEND POLICY
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. If we increase the size of this offering, we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement units) upon the consummation of this offering. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
DILUTION
The difference between the public offering price per Class A ordinary share, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the private placement units, and the pro forma net tangible book value per Class A ordinary share after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants, which would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares which may be redeemed for cash), by the number of outstanding Class A ordinary shares. For purposes of the dilution calculation, in order to present the maximum estimated dilution as a result of this offering, we have assumed (i) the issuance of one-sixteenth (1/16) of one Class A ordinary share for each right outstanding, as such issuance will occur upon our initial business combination without the payment of additional consideration, and (ii) the number of shares included in the units offered hereby will be deemed to be 23,375,000 (consisting of 22,000,000 Class A ordinary shares included in the units we are offering by this prospectus and 1,375,000 Class A ordinary shares for the outstanding rights).
At September 30, 2021, our net tangible book deficit was $255,981, or approximately $(0.04) per ordinary share. After giving effect to the sale of 23,375,000 Class A ordinary shares included in the units we are offering by this prospectus (consisting of 22,000,000 Class A ordinary shares included in the units we are offering by this prospectus and 1,375,000 Class A ordinary shares for the outstanding rights), the sale of the private placement units and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at September 30, 2021 would have been (5,390,500) or $(0.71) per share (or $(0.75) per share if the underwriters’ over-allotment option is exercised in full), representing an immediate increase in net tangible book value of $(0.67) per share (or $(0.71) per share if the underwriters’ over-allotment option is exercised in full) to our sponsor as of the date of this prospectus and dilution to public shareholders from this offering of $10.12 per share (or $10.16 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 units:
|
|
|
|
No exercise of
over-allotment
option
|
|
|
Exercise of over-
allotment option
in full
|
|
|
Average price per share after this offering and the private placement (including shares underlying rights)
|
|
|
|
$
|
9.41
|
|
|
|
|
$
|
9.41
|
|
|
|
Net tangible book value per ordinary share before this offering
|
|
|
|
|
(0.04)
|
|
|
|
|
|
(0.04)
|
|
|
|
Increase in net tangible book value per ordinary share attributable to public shareholders
|
|
|
|
|
(0.67)
|
|
|
|
|
|
(0.71)
|
|
|
|
Less: Pro forma net tangible book value per ordinary share after this offering
and the sale of the private placement securities
|
|
|
|
|
(0.71)
|
|
|
|
|
|
(0.75)
|
|
|
|
Dilution to public shareholders
|
|
|
|
$
|
10.12
|
|
|
|
|
$
|
10.16
|
|
|
|
Percentage of dilution to public shareholders
|
|
|
|
|
107.5%
|
|
|
|
|
|
108.0%
|
|
|
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 $220,000,000 because holders of up to approximately 100% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares).
The following table sets forth information with respect to our sponsor, who holds our Class B ordinary shares and the private placement units, and the public shareholders:
|
|
|
|
Shares Purchased
|
|
|
Total Consideration
|
|
|
Average
Price Per
Share
|
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
Initial Shareholders(1)
|
|
|
|
|
5,500,000
|
|
|
|
|
|
18.58%
|
|
|
|
|
$
|
25,000
|
|
|
|
|
|
0.01%
|
|
|
|
|
$
|
0.005
|
|
|
|
Private Placement Units
|
|
|
|
|
734,000
|
|
|
|
|
|
2.48%
|
|
|
|
|
$
|
7,340,000
|
|
|
|
|
|
3.23%
|
|
|
|
|
$
|
10.00
|
|
|
|
Public Shareholders(2)
|
|
|
|
|
23,375,000
|
|
|
|
|
|
78.94%
|
|
|
|
|
$
|
220,000,000
|
|
|
|
|
|
96.76%
|
|
|
|
|
$
|
9.41
|
|
|
|
|
|
|
|
|
29,609,000
|
|
|
|
|
|
100.00%
|
|
|
|
|
$
|
227,365,000
|
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
(1)
Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 825,000 Class B ordinary shares held by our sponsor.
(2)
Assumes the issuance of 1,375,000 Class A ordinary shares underlying the rights.
Our pro forma net tangible book value per share after the offering is calculated as follows:
|
|
|
|
Without
Over-
allotment
|
|
|
With
Over-
allotment
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net tangible book value before this offering, net of the share subscription receivable
|
|
|
|
$
|
(255,981)
|
|
|
|
|
$
|
(255,981)
|
|
|
|
Proceeds from this offering and sale of the private placement securities,
net of estimated expenses
|
|
|
|
|
222,290,000
|
|
|
|
|
|
255,290,000
|
|
|
|
Offering costs excluded from net tangible book value before this offering
|
|
|
|
|
275,481
|
|
|
|
|
|
275,481
|
|
|
|
Less: Deferred underwriting discount
|
|
|
|
$
|
(7,700,000)
|
|
|
|
|
|
(8,855,000)
|
|
|
|
Less: amount of Class A ordinary shares subject to redemption to maintain net tangible assets of $5,000,001
|
|
|
|
|
(220,000,000)
|
|
|
|
|
|
(253,000,000)
|
|
|
|
|
|
|
|
$
|
(5,390,500)
|
|
|
|
|
$
|
(6,545,500)
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B ordinary shares outstanding prior to this offering
|
|
|
|
|
6,325,000
|
|
|
|
|
|
6,325,000
|
|
|
|
Less: Class B ordinary shares forfeited if the option to purchase additional units is not exercised
|
|
|
|
|
(825,000)
|
|
|
|
|
|
—
|
|
|
|
Class A ordinary shares underlying the rights included in the units offered
|
|
|
|
|
1,375,000
|
|
|
|
|
|
1,581,250
|
|
|
|
Class A ordinary shares included in the units offered
|
|
|
|
|
22,000,000
|
|
|
|
|
|
25,300,000
|
|
|
|
Class A ordinary shares included in the private placement units
|
|
|
|
|
734,000
|
|
|
|
|
|
800,000
|
|
|
|
Less: Class A ordinary shares subject to redemption
|
|
|
|
|
(22,000,000)
|
|
|
|
|
|
(25,300,000)
|
|
|
|
|
|
|
|
|
(7,609,000)
|
|
|
|
|
|
8,756,250
|
|
|
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 private placement units and the application of the estimated net proceeds derived from the sale of such securities:
|
|
|
|
Actual
|
|
|
As Adjusted(1)
|
|
|
Note payable to related party(2)
|
|
|
|
$
|
76,527
|
|
|
|
|
$
|
—
|
|
|
|
Deferred underwriting commissions
|
|
|
|
|
—
|
|
|
|
|
|
7,700,000
|
|
|
|
Class A ordinary shares subject to redemption -0- and 22,000,000 shares, actual and as adjusted, respectively(3)
|
|
|
|
|
—
|
|
|
|
|
|
220,000,000
|
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Class A ordinary shares, $0.0001 par value, 479,000,000 shares authorized; -0- and 734,000 shares issued and outstanding (excluding -0- and 22,000,000 shares subject to possible redemption), actual and as adjusted, respectively
|
|
|
|
|
—
|
|
|
|
|
|
73
|
|
|
|
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized;
6,325,000 and 5,500,000 shares issued and outstanding, actual and as adjusted,
respectively
|
|
|
|
|
633
|
|
|
|
|
|
550
|
|
|
|
Additional paid-in capital
|
|
|
|
|
24,367
|
|
|
|
|
|
—
|
|
|
|
Accumulated deficit
|
|
|
|
|
(5,500)
|
|
|
|
|
|
(5,391,123)
|
|
|
|
Total shareholders’ equity
|
|
|
|
$
|
19,500
|
|
|
|
|
$
|
(5,390,500)
|
|
|
|
Total capitalization
|
|
|
|
$
|
96,027
|
|
|
|
|
$
|
222,309,500
|
|
|
(1)
Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 825,000 Class B ordinary shares held by our sponsor.
(2)
Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. As of September 30, 2021, we have borrowed $76,527 under the promissory note.
(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 at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
We are a blank check company incorporated on July 2, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement units, our shares, debt or a combination of cash, equity and debt.
The issuance of additional shares in a business combination:
•
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
•
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
•
could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
•
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
•
may adversely affect prevailing market prices for our units, Class A ordinary shares, rights and/or warrants; and may not result in adjustment to the exercise price of our warrants.
Similarly, if we issue debt or otherwise incur significant debt, it could result in:
•
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
•
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
•
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
•
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
•
our inability to pay dividends on our Class A ordinary shares;
•
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
•
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, as of September 30, 2021, we had no cash and a working capital deficit of $255,981. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
Liquidity and Capital Resources
Our liquidity needs have been satisfied prior to the completion of this offering through (i) $25,000 paid by our sponsor to cover certain of our offering and formation costs in exchange for the issuance of the founder shares to our sponsor and (ii) the receipt of loans to us of up to $300,000 by our sponsor under an unsecured promissory note. As of September 30, 2021, we had borrowed $76,527 under the unsecured promissory note. We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting estimated offering expenses of $650,000, underwriting commissions of $4,400,000, or $5,060,000 if the underwriters’ over-allotment option is exercised in full (excluding deferred underwriting commissions of $7,700,000 or $8,855,000 if the underwriters’ over-allotment option is exercised in full), and (ii) the sale of the private placement units for a purchase price of $7,340,000 (or $8,000,000 if the underwriters’ over-allotment option is exercised in full) will be $222,290,000 (or $255,290,000 if the underwriters’ over-allotment option is exercised in full). Of this amount, $220,000,000 (or $253,000,000 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 $2,290,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $650,000, 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 $650,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest income earned on the amount in the trust account (if any) will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the 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 $2,290,000 of proceeds held outside the trust account, as well as certain funds from loans from our sponsor, its affiliates or members of our management team. 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, other than funds available from loans from our sponsor, its affiliates or members of our management team. 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 may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. 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, its affiliates or our management team 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 $500,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $200,000 for legal and accounting fees related to regulatory reporting obligations; $1,000,000 for director and officer liability insurance premiums; $300,000 for office space, administrative and support services; $75,000 for Nasdaq continued listing fees; and $215,000 for general working capital that will be used for miscellaneous expenses and reserves.
These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
Controls and Procedures
We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes- Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement on internal control over financial reporting. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth
companies” including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
Prior to the closing of this offering, we have not completed an assessment, nor have our auditors tested our systems, of our internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:
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staffing for financial, accounting and external reporting areas, including segregation of duties;
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reconciliation of accounts;
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proper recording of expenses and liabilities in the period to which they relate;
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evidence of internal review and approval of accounting transactions;
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documentation of processes, assumptions and conclusions underlying significant estimates; and
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documentation of accounting policies and procedures.
Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent auditors may identify additional issues concerning a 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 units held in the trust account will be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. However, if the interest rates of U.S. Treasury obligations become negative, we may have less interest income available to us for payment of taxes, and a decline in the value of the assets held in the trust account could reduce the principal below the amount initially deposited in the trust account.
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 auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
PROPOSED BUSINESS
General
The Growth for Good Acquisition Corporation is a new and differentiated blank check company focused on sponsoring the public listing of an inclusive and environmentally sustainable company with strong business fundamentals and high growth potential. We are newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Growth for Good Acquisition Corporation anticipates being listed on Nasdaq with the ticker “GFRG.”
The growth potential for companies whose businesses have a positive impact on the environment and society is strongly supported by macroeconomic, environmental and social trends. For example, population and urbanization trends alone demonstrate the enormous demand that will drive growth for innovators in the food and agriculture sector. Within thirty years, the United Nations projects the human population will grow to approximately 10 billion, with two-thirds of all people living in cities. To feed this population, the United Nations projects we will need to produce 70% more food by 2050 than we are producing today. Given that today’s global food system already utilizes about 70% of the world’s freshwater according to the World Bank and 50% of habitable land according to World in Data, conventional methods are insufficient. That is why our intended target company is not simply one that integrates environmental, social and governance factors into “business as usual” models. We intend to seek companies that have successfully disrupted industries by finding smarter ways to work and creating step-change improvements—whether by retaining the value of inputs and materials longer through reuse and waste reduction in company operations, by diversifying workforces or creating opportunity in previously underserved parts of the world, or by developing new technologies and areas for technological application in order to de-carbonize the global economy.
A significant, although not sole, focus for us are “climate tech companies.” In order to achieve regional net zero emissions by 2050, as European Union and U.S. policy has proposed, the most recent IEA report estimates that annual clean energy investment needs to more than triple by 2030 to over $4 trillion. Over the next three decades, that represents well over $100 trillion total in clean energy investment. Additionally, the IREA estimates that energy transition investment must increase approximately 30% over planned investment to a total of $131 trillion between 2021 and 2050 to limit global temperature rise to 1.5° Celsius and bring CO2 emissions to net zero. We intend to target companies that are well-positioned to absorb the coming capital in order to scale-up and win during the transitions that are taking place not just in energy, but in multiple sectors that play crucial roles in the net zero transition. Sectors of interest include food and agriculture, energy, the built environment, transportation, consumer goods and heavy industry, among others.
We believe the time is right to target inclusive and sustainable companies because in recent years, many have developed to the point of readiness to scale with the support of public markets. According to a 2020 PricewaterhouseCoopers report on the state of venture capital investing in “climate tech” companies, the rate of venture capital flowing to climate tech companies has grown at five times the rate of overall venture investment in the past decade. This, coupled with increases in incubation and accelerator support, incentives from government programs and policies, and global commitments like the Paris Climate Accord has improved the enabling environment for climate tech companies, as evidenced by rapidly rising consumer uptake and their increasing achievement of economies of scale.
These favorable tailwinds for future growth are further accelerated by investor appetite for sustainable assets that far exceeds supply. Investors—both individual and institutional—are looking for quality investments that are socially responsible and promote sustainability for simple reasons of risk-adjusted return. A 2020 CFA Institute study on sustainable revealed 47% of institutional and 29% of retail investors want more sustainable investments opportunities. The study investing found that many investors—both individual and institutional—are looking for quality investments that are socially responsible and promote sustainability because they expect these assets to deliver higher risk-adjusted returns. The study confirmed that investor demand for sustainably managed assets is large and growing. The study spanned views of
more than 7,000 institutional and retail investors and industry participants across 31 global markets, finding that only 19% of institutional investors and 10% of retail investors currently invest in products that incorporate ESG factors, but that 76% of institutional investors and 69% of retail investors have interest in doing so. Furthermore, through its 2019 survey of 800 U.S.-based individual investors, Morgan Stanley found that two-thirds of respondents wanted more sustainable investment opportunities but cited the lack of available financial products as a barrier and public equity as the only asset class having quality sustainable investing strategies. Additionally, at COP26 in Glasgow, Scotland, more than 450 firms managing $130 trillion, approximately 40% of the world’s financial assets, pledged to reach net-zero carbon emissions by midcentury, and to set interim goals for 2030.
In summary, we are at an inflection point where irreversible global trends are driving significant market change and attractive and scalable companies are emerging across multiple sectors, while there is unmet demand for sustainable investments. Our distinctive team recognizes this moment and is poised to identify and combine with an inclusive and sustainable business to create value for our shareholders.
Our Team
Management Team
Ms. Yana Watson Kakar is our Chief Executive Officer, Mr. Vikram Gandhi has agreed to serve as the Chairperson of the Board of Directors and Dr. Celeste Clark has agreed to serve as the Chairperson of the Advisory Board. Under their stewardship, the Growth for Good Acquisition Corporation brings a distinctive management team, board of directors and advisory board that are well-qualified to identify an attractive, inclusive and sustainable target company, help to take it public, and then continue to help drive scale and financial performance. Collectively our management team, board of directors and advisory board offer significant value to a target company, highlights of which include:
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A proven track record in SPACs having both raised public funds and successfully “deSPACed” multiple companies over the past few years;
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Experience leading the process of taking a private company public via IPO;
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Operational experience on executive teams of significant private and public companies, successfully expanding into new markets and forging new strategic partnerships to support scale;
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Buy and sell side experience leading the execution of mergers and transactions; and
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Unparalleled global network of trusted relationships with companies and investors in the sustainability sector.
Ms. Yana Watson Kakar, Chief Executive Officer and Member of the Board of Directors
Ms. Watson Kakar is our Chief Executive Officer and a member of our Board of Directors. Ms. Watson Kakar is the Global Managing Partner Emeritus of Dalberg Advisors, a multinational advisory firm that specializes in social impact and environmental sustainability. Ms. Watson Kakar is a seasoned operator with a track record of success both as a chief executive and as a counsellor to other chief executive officers, heads of state and the public service, institutional investors, civil society leaders and philanthropists. In 2020, she concluded two terms as the Global Managing Partner, having led the firm to triple global revenues and to grow to nearly 30 offices worldwide over the course of her tenure.
Ms. Watson Kakar has dedicated her career to driving economic and financial returns through the application of socially inclusive and sustainable business and investment strategies. She is a trusted partner to leaders of major multinationals, long-term institutional investors, and heads of state and government alike. Ms. Watson Kakar is a recognized expert in ESG, sustainable investing and socially responsible business. Her perspectives have been published widely, including in the Financial Times, Bloomberg, The Huffington Post, DevEx, The Guardian, The Economist and Forbes.
Ms. Watson Kakar serves on the board of directors of Oxfam America and the African Enterprise Challenge Fund, and she is a member of the Young Presidents Organization. Ms. Watson Kakar holds a Master of Business Administration from The Wharton School at the University of Pennsylvania and a Bachelor of Arts from McGill University.
Mr. Vikram Gandhi, Chairperson of the Board of Directors and Member of the Board of Directors
Mr. Gandhi has agreed to serve as a member and our Chairperson of our Board of Directors upon the consummation of this offering. He is a Senior Lecturer of Business Administration at the Harvard Business School, teaching Sustainable Investing, a new course he developed, among others. Prior to Harvard Business School, Mr. Gandhi spent 23 years in investment banking at Credit Suisse and Morgan Stanley. He was Vice Chairman of Investment Banking and Global Head of the Financial Institutions Business for Credit Suisse, in New York and Hong Kong. He was a member of Credit Suisse’s Global Investment Banking Management Committee and the Fixed Income Operating Committee. Prior to his tenure at Credit Suisse, Mr. Gandhi worked at Morgan Stanley, where he was Co-Head of Global FIG in New York; his prior work at Morgan Stanley included heading the Firm’s institutional strategy area, its Global E-commerce Committee, and as Country Head and President of Morgan Stanley India. During his career in investment banking, Mr. Gandhi has focused on advising boards of directors and chief executive officers around the globe on strategic direction and the implementation of major mergers, acquisitions, IPOs and other capital raising initiatives, and corporate restructurings and buyouts.
Mr. Gandhi is also the founder of Asha Impact and is a senior advisor to The Canada Pension Plan Investment Board. Asha Impact is an impact-oriented venture capital firm that invests equity capital with a target of market-rate returns in social enterprises. In addition, Asha works with its investee companies in providing strategic and management direction, access to its network, and guidance on impact measurement and management. Its affiliated organization, Asha Trust, engages with government, business and civil society on key policy issues.
Mr. Gandhi has been a member of the Young Presidents Organization since 1997 and has been a part of the New York, Hong Kong and Mumbai chapters. He is a member of the board of directors and Chairman of the Asian Regional Committee of Grameen Foundation, a member of the board of directors of Jana Small Finance Bank and KEC International, and a member of the Investment Committee at Gawa Capital. Mr. Gandhi is a founding member of Harvard University’s South Asia Initiative, a founder of Ashoka University, the first liberal arts college established in India, and a founding board member of Social Finance India. He is also a member of The Global Leaders Circle at Harvard Business School. Mr. Gandhi holds a Master of Business Administration from the Harvard Business School where he was designated a Baker Scholar, a Bachelor of Commerce with high distinction from the University of Mumbai, and he is also a qualified Chartered Accountant.
Dr. Celeste Clark, Chairperson of the Advisory Board
Dr. Celeste Clark has agreed to serve as Chairperson of our Advisory Board upon the consummation of this offering. She is the retired Senior Vice President of Global Public Policy and External Relations and Chief Sustainability Officer of Kellogg Company (“K”), a food manufacturing company. Currently, Dr. Clark also serves as a director on the board of directors of the Wells Fargo Company (NYSE:WFC), Hain Celestial (NASDAQ:HAIN), Prestige Foods and Kate Farms, Inc. During the past five years, Dr. Clark has served on the boards of several public and privately held companies including:
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Mead Johnson Nutrition Company (NYSE: MJN), a pediatric nutrition company, beginning in 2011 until being acquired by Reckitt Benckiser plc in 2017;
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Diamond Foods, Inc. (NASDAQ:DMND), a leading branded snacks supplier, beginning in 2014 until being acquired by Snyder’s-Lance, Inc. in 2016;
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AdvancePierre Foods Holdings, Inc. (NYSE:APFH), a producer and distributor of ready-to-eat sandwiches, beginning in 2016 until being acquired by Tyson Foods, Inc. in 2017; and
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Omega Protein Corporation (NYSE:OME), a manufacturer of fish meal and fish oils, until being acquired in 2017 by Cooke Inc.
Dr. Clark has served as a principal of Abraham Clark Consulting, LLC, a health and regulatory policy consulting firm, since November 2011 and consults on health policy, regulatory affairs and leadership development.
Dr. Clark joined Kellogg in 1977 and held other senior management positions, including Vice President of Corporate and Scientific Affairs and Senior Vice President of Global Nutrition and Corporate Affairs.
She also served as President of the Kellogg Corporate Citizenship Fund, Kellogg’s philanthropic entity, and was responsible for Kellogg’s corporate social responsibility initiatives which focused on community engagement, economic development, arts and education, and health and wellness.
Dr. Clark is an adjunct professor at Michigan State University in the Department of Food Science and Human Nutrition. She earned her Bachelor of Science degree from Southern University, Master of Science from Iowa State University, and Ph.D. from Michigan State University.
Mr. David Birnbaum, President
Mr. Birnbaum serves as our President. Mr. Birnbaum is a seasoned venture capital investor, operator and co-founder and Managing Partner of Five Four Ventures, a technology and consumer focused venture capital and incubation fund. Mr. Birnbaum is and has been a member of the board of directors for several disruptive consumer companies and was an independent board member designee for Goldman Sachs Investment Partners. Previously, Mr. Birnbaum was the President of Broadway Video Ventures, the corporate strategy, investment and acquisition arm of Lorne Michael’s (Executive Producer of Saturday Night Live, 30 Rock, and the Tonight Show) media and distribution company. Prior to Broadway Video, Mr. Birnbaum was a technology investor at Patricof & Co. Ventures and Apax Partners. He also co-founded, led, and sold Takkle, a startup focused on high school sports recruiting, to Alloy Media & Marketing. Mr. Birnbaum started his career at Furman Selz where he helped build the firm’s Telecommunications Group. Mr. Birnbaum holds a Bachelor of Arts degree from Columbia University and a Master of Business Administration from The Wharton School at the University of Pennsylvania where he was a Weiss Tech House fellow.
Mr. Rahul Kakar, Chief Financial Officer and Chief Operations Officer
Mr. Kakar serves as our Chief Financial Officer and Chief Operations Officer. Mr. Kakar is a successful investor and operator in public and private markets for over 25 years and was an early investor in SPACs beginning in 2005. He is a member of the Executive Team and Principal at Advanced Portfolio Management, an institutional asset manager. Previously, Mr. Kakar was Managing Director and a Founding Member of the equities and equity linked proprietary team at SwissRe. At SwissRe, he was responsible for managing a group overseeing billions of dollars of assets in various strategies all with a high degree of derivative content. Mr. Kakar started his career at Lehman Brothers where he worked for multiple years on both the Fixed Income and Equity Capital businesses. Mr. Kakar has also founded and co-led HanKar Capital, a New York-based relative value hedge fund, and was the owner, operator and Executive Chairman of East Lifestyle, a British women’s wear fashion retailer. He also served as a senior adviser to Foradian, a Bangalore based private Edtech company. Mr. Kakar holds a Bachelor of Arts in Economics from the University of Chicago.
Independent Board Members
Our independent board members are leading entrepreneurs, operators and investors who have scaled world class companies and organizations in our area of focus.
Ms. Isabelle Freidheim, Member of the Board of Directors
Isabelle Freidheim has agreed to serve as a member of our Board of directors upon the consummation of this offering. Since May 2018, Ms. Freidheim has been co-founder and managing partner of Starwood VC, a firm making investments in technology businesses, where she has led investments in both early-stage and late-stage, pre-IPO companies and is engaged in deal sourcing, due diligence and assisting portfolio companies. In March 2021, Ms. Freidheim launched Athena Technology Acquisition Corporation, an all-woman-led $250 million blank check company, serving as Chair of the Board of Directors. In July 2021, Athena announced a merger transaction with Heliogen.
Ms. Freidheim is also the co-founder of Magnifi, an investment platform powered by a financial industry natural language search engine, which was acquired by the Tifin Group in December 2020. She acted as its Chief Executive Officer from 2018 to 2019 and led the company’s early growth and multiple rounds of financing. From 2015 to 2016, Ms. Freidheim was a venture partner with MissionOG, a venture capital firm, where she invested in high-growth technology companies. From 2012 to 2015, she was a co-founder and partner of The London Fund, an investment firm that specializes in early-stage venture capital and growth capital investments. From 2006 to 2007, Ms. Freidheim worked in the private equity
department of Invesco, an independent investment management company. Prior to that, she worked in the investment banking department of Lehman Brothers from 2004 to 2005.
Ms. Freidheim received her Bachelor of Arts in Economics from Columbia University and received her Master of Business Administration from Columbia Business School.
Mr. Alex Roetter, Member of the Board of Directors
Mr. Roetter has agreed to serve as a member of our Board of Directors upon the consummation of this offering. Mr. Roetter is a Managing Director at Moxxie Ventures, an early-stage venture capital firm. He previously served as the President of Kitty Hawk, an eVTOL aircraft manufacturer. Prior to Kitty Hawk, Mr. Roetter was at Twitter for six years, where he was the Senior Vice President of Engineering. As a member of Twitter’s Executive Team, he helped take the company public via IPO, grow monthly active users to over 300 million, and revenue to greater than $2 billion annually.
Mr. Roetter has been an active angel investor for 10 years and has invested in and/or advised over 50 companies including Mainstreet, Coinbase, Sauce Labs, Nuro and Stedi. He started his career at Google in 2002 as a software engineer and holds Bachelor of Science and Master of Science degrees in Computer Science from Stanford University.
Advisory Board Members
Mr. Christopher Bradley
Mr. Bradley has agreed to serve as a member of our Advisory Board upon the consummation of this offering. Mr. Bradley is a Managing Director at Mistral Private Equity, which he joined in 2008. Mr. Bradley brings over 20 years of experience identifying acquisition candidates, due diligence experience including accounting and financial modeling acumen, and a background in deal structuring. He currently serves as the Chief Financial Officer of Haymaker III (NASDAQ:HYACU), a blank check company which completed its $317.5 million initial public offering in March 2021 and is searching for a target business. He also serves as the Chief Financial Officer of Tastemaker Acquisition Corp. (NASDAQ: TMKR), a blank check company which completed its $276 million initial public offering on January 12, 2021 and is searching for a target business in the restaurant, hospitality and related technology and service sectors. In addition, he has been serving as the Chief Financial Officer and Secretary of AFAQ, a blank check company in the process of its initial public offering, since January 2021. From 2019 until its business combination in December of 2020, Mr. Bradley served as the Chief Financial Officer and Secretary of Haymaker Acquisition Corp. II. From 2017 until its business combination in March 2019, he was an officer of Haymaker Acquisition Corp. I. Since 2016, Mr. Bradley has served as a member of the board of directors of The Beacon Consumer Incubator Fund, a venture capital fund that invests in consumer technology companies. Mr. Bradley has also previously served on the board of directors of Creminelli Fine Meats, LLC, a privately held premium-priced charcuterie wholesaler from 2016 to January 2020 and The Lovesac Company, Inc. (NASDAQ: LOVE) from 2010 to 2018. Mr. Bradley has also guided Mistral portfolio companies in an operational role and, through Mistral, served on the board of Jamba, Inc. (NASDAQ: JMBA) from 2009 to 2013. Prior to Mistral, Mr. Bradley served as an investment banker at Banc of America Securities from 2005 to 2006, as a Manager in Burger King’s strategy group in 2004, and as a Manager at PricewaterhouseCoopers management consulting practice from 1999 to 2004. Mr. Bradley received his Master of Business Administration from the Harvard Business School and his Bachelor of Arts degree from the University of Chicago.
Mr. Martin Aares
Mr. Aares agreed to serve as a member of our Advisory Board upon the consummation of this offering. Mr. Aares co-heads the private equity platform at Closed Loop Partners, a New York-based investment firm, where he focuses on environmentally sustainable investing in the circular economy. He is a veteran sustainability investor with a strong track record in private equity, venture capital and project finance. Throughout his career, Mr. Aares has co-founded three investment funds and held leadership positions in several growth companies. He spent nine years at Novus Energy Partners, a clean energy growth equity firm he co-founded in 2007, where he was responsible for investments in the solar, smart grid and energy efficiency sectors, which yielded some of the firm’s most successful exits. Mr. Aares was also a co-founder and partner of Traverse Venture Partners, a venture capital firm investing at the intersection of sustainability technologies and the built environment. Previously, Mr. Aares was a senior vice president in GE’s renewable
energy investment group, GE Energy Financial Services, where he led project finance investments in the solar, wind and biomass sectors. Earlier in his career, he was an investment banker with Goldman Sachs and a vice president with Stern Stewart, a management consulting firm. Martin holds a Master of Business Administration from Harvard Business School and a Bachelor of Science degree from University of Virginia.
Market Opportunity
Growth in sustainability sectors is increasing due to a range of unrelenting global trends including increasing population and urbanization, rising incomes, food shortages, climate, policy, regulatory requirements, and increase in government spending to meet climate change commitments. By 2050, the United Nations estimates world population will reach 9.7 billion with nearly 70% of the population living in cities. In order to feed this growing population, humans will need to produce 70% more food than we are producing today, despite already using 70% of the world’s freshwater according to the World Bank and approximately half of all habitable land for agriculture according to World in Data. Meanwhile, unless carbon pollution is cut in half in this decade, the worst impacts of climate change including rising sea levels, collapsing ecosystems, extreme weather events, could be irreversible by 2030, according to the IPCC.
These looming threats provide opportunities for innovative disruptors to solve global problems. Generational shifts in consumer and investor preferences toward sustainability will also be a significant driving factor, as Millennials and Gen Xers are set to inherit $30 trillion, based on Morgan Stanley estimates. This is expected to significantly increase capital seeking sustainable assets and bolster support for sustainable consumer products. One-third of Millennials often or exclusively use investments that take social and/or sustainability factors into account, compared with 16% of Gen X and 2% of Baby Boomers, CNBC Harris Poll reports. In a 2020 study of nearly 20,000 consumers in 28 countries, IBM found nearly 80% of consumers indicated sustainability is “important” or “very important” in their purchasing decisions. In some cases, sourcing sustainable materials may be more expensive than sticking with the status quo environmentally destructive supply chain, but this may not be a hindrance to sustainable products adoption as 70% of the consumers for whom sustainability is “very important” would pay a 35% premium for sustainable products, per the IBM study.
Sustainable, socially responsible companies have attracted significant venture capital investments in recent years. Venture capital funds have bet on climate tech, deploying $17.95 billion in the sector in 2018 as compared to $1.75 billion of venture capital funding directed to the sector in 2014, according to a 2021 Pitchbook article. Further, based on the reported $14.22 trillion venture capital funding as of June 25, 2021, on an annualized basis, venture capital investments is on pace to reach approximately $29 trillion in the sector in 2021.According to a 2020 PricewaterhouseCoopers report, investor interest in climate tech is related to the transition to net zero, greater consumer demand, climate legislation, global initiatives such as the Paris Climate Accord, and a future in which the cost of carbon is tangible. With an even more favorable U.S. and European Union policy environment today, climate tech venture-backed companies are poised to reach a scale big enough to positively impact the climate crisis through public market funding.
We believe the attractive investment opportunities amongst inclusive and sustainable companies need only to be paired with capital and operational expertise to achieve their initiatives to scale. There is strong and growing investor interest in sustainability, both in the U.S. and abroad, as illustrated by institutional asset managers creating new ESG-aligned investment vehicles and policies at a rapidly increasing rate. In a 2019 survey of 800 U.S.-based individual investors by Morgan Stanley, two-thirds wanted more sustainable investment opportunities, citing the lack of available financial products as a barrier and public equity as the only asset class having quality sustainable investing strategies. This demand is not only based on values, according to a 2020 CFA Institute study, as 47% of institutional and 29% of retail investors want sustainable investments due to performance. The public equity demand for ESG is enormous and growing. There is approximately $40 trillion in ESG assets globally and approximately $53 trillion expected by 2025 according to Bloomberg Intelligence. This demand has driven significant growth in ESG public assets via SPAC mergers, which have increased from approximately $14 billion in 2020 to $65 billion as of September 27, 2021 yet represent only approximately 8% of total SPAC merger volume according to Dealogic.
Global Sustainable Fund Assets (total assets under management in $U.S. billions) per Dealogic
We believe the market opportunity for sustainability has never been stronger and growth opportunities for companies abound. We intend to leverage our extensive networks across this sector to identify a strong performing and high growth potential target, and then to stay the course with that company in order to help it expand and continue to succeed over the long-term.
Our Acquisition Criteria
Our business strategy is to identify and complete an initial business combination that generates attractive returns and long-term value for our shareholders. We will seek opportunities with an inclusion and/or sustainability orientation, where we have a competitive advantage and offer clear value to the target after completion of the business combination. We believe the knowledge and network of our combined management team, board and advisors, will allow us to effectively and efficiently identify, evaluate and execute a business combination with a potential target.
While we may pursue an initial business combination with any business in any sector or industry, we intend to search for a target business amongst companies that have taken the challenges of inclusion and sustainability and turned them into competitive advantages.
Our sectors of interest will primarily but not exclusively be those in which companies are helping the world achieve net zero emissions before 2050, such as food and agriculture, energy, water, the built environment, transportation and mobility, consumer goods and heavy industry. Given our global networks, we are agnostic to the location of the target company, intending only to identify and complete our initial business combination with a company that aligns with our mission, is ready to become public, and has proven business fundamentals and a strong growth trajectory in the context of a large and growing addressable market.
Our team has dedicated our careers to sustainable investing and to working with entrepreneurs and executives to create new or transform existing businesses in order to improve social impact and sustainability. We know firsthand that there is a strong pipeline of investable companies across sustainability sectors, and we have trusted and long-term relationships with the founders, executives and investors of these companies.
Sourcing and Selection
We will seek to leverage the competitive advantages of our team when it comes to identifying and completing a business combination with a strong target company.
As a result of our careers in sustainability on both the corporate and investment sides, we have a diverse global set of contacts to draw upon. Our Chief Executive Officer has led and scaled a multinational advisory firm with a social impact and sustainability mission, and for over a decade she has cultivated trusted relationships with colleagues and clients spanning the public and private sectors, as well as the corporate
and investment communities. Our actively involved Chairperson brings a distinctive network at the intersection of investment banking and sustainability, as the former Vice Chairman of Credit Suisse, the former Co-Head of Global FIG at Morgan Stanley, the founder of Asha Impact, as a senior advisor to the Canada Pension Plan Investment Board (CPPIB), and also the person who developed and now teaches Harvard Business School’s first MBA course on sustainable investing. The Growth for Good network for the sourcing of our target company is all the more compelling once the connectivity of the rest of the team is taken into account, including venture capital leaders alongside seasoned veterans from Kellogg, General Electric, Hain Celestial, Twitter, and others.
Furthermore, our team is composed of seasoned operators in the sustainability space, which is both a predictor of better SPAC performance and a way to provide considerable added value to a target company. According to Wolfe Research, after merging, operator-led SPACs outperformed both other SPACs by roughly 40% and their sectors by roughly 10%. While not statistically significant, the findings strongly suggest that operators make a meaningful difference. Equally, if not more importantly to a target company, the Growth for Good team are eager to be helpful to the target company by adding value beyond capital where possible. Our operational experience enables us to help with business strategy, to facilitate industry connections, to assist in potential offtake agreements, to help create linkages for potential strategic partnerships and so on.
The Growth for Good team is not seeking a target solely for the purposes of a transaction, but rather we are seeking a long-term relationship with the company. During exploratory conversations with potential target companies, we will present ourselves as we are—a values aligned team deeply committed to inclusion and sustainability and desiring to support the company in its ambitions over the long-term.
Our target company identification, assessment and selection process will follow a rigorous investment process, informed by the extensive experience of our team in the identification and implementation of mergers, acquisitions, and capital raising initiatives. Consistent with our mission and business strategy, we plan to identify high-quality targets run by top-tier teams that are pursuing large and growing addressable market opportunities. We expect to be guided by the criteria outlined below in evaluating opportunities, but we may decide to complete our initial business combination with a target business that does not meet some or all of these criteria.
We intend to focus on targets that we believe offer:
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best-in-class inclusion and sustainability solutions to the market that will continue to be buoyed by macro trends going forward;
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a current defensible market position and a strong growth trajectory expected to generate highly attractive risk-adjusted returns for our shareholders, as exemplified by qualities such as differentiated technology, economies of scale, partnerships and agreements, brand value, distribution capabilities, or other competitive advantages along their value chain;
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an experienced management team and board with a proven track record that will benefit from our team’s collective experience, operational expertise, financial acumen, strategic insight, network and capital markets expertise; and
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are at an inflection point where they can be acquired at an attractive valuation and be well-received by public investors.
These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our 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 SEC.
Initial Business Combination
Nasdaq rules require that we 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 discounts and 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. We refer to this as the 80% of fair market value test. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion.
We anticipate structuring our initial business combination so that the post-transaction company will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, 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 the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of fair market value test. If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for seeking shareholder approval or for purposes of a tender offer, as applicable.
Other Considerations
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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.
We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.
Members of our management team and our independent directors may directly or indirectly own ordinary shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. 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.
Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
Corporate Information
Our executive offices are located at 12 E 49th Street, 11th Floor, New York, NY 10017, and our telephone number is (646) 450-1265. We maintain a corporate website at www.g4ginvestment.com. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.
We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (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 (a) on or in respect of our shares, debentures or other obligations or (b) 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, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and 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 (a) the last day of the fiscal year (i) following the fifth anniversary of the completion of this offering, (ii) in which we have total annual gross revenue of at least $1.07 billion, or (iii) 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 equals or exceeds $700 million as of the prior June 30, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates exceeds or equals $700 million as of the prior June 30.
Status as a Public Company
We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.
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 (a) the last day of the fiscal year (i) following the fifth anniversary of the completion of this offering, (ii) in which we have total annual gross revenue of at least $1.07 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, and (2) our annual revenues exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.
Financial Position
With funds available for a business combination initially in the amount of $222,290,000 after payment of the estimated expenses of this offering and $7,700,000 of deferred underwriting fees (or $255,290,000 after payment of the estimated expenses of this offering and $8,855,000 of deferred underwriting fees if the underwriters’ over-allotment option is exercised in full), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.
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 sale of the private placement units, our ordinary shares, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
We have not selected any specific business combination target and we have not, nor has anyone on our behalf, had any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our officers and directors are from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business
combination, but we have not (nor has anyone on our behalf) contacted, or had any substantive discussions, formal or otherwise with, any prospective target business with respect to a business combination transaction with us.
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 offerings or loans rather than using the amounts held in the trust account.
In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by applicable law or we decide to do so for business or other reasons, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.
Sources of Target Businesses
We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. 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 some 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 that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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.
Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, 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. See “Management—Conflicts of Interest.”
Selection of a Target Business and Structuring of Our Initial Business Combination
In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience. 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 their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.
Lack of Business Diversification
For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:
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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
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cause us to depend on the marketing and sale of a single product or limited number of products or services.
Limited Ability to Evaluate the 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 applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder approval would typically be required for our initial business combination if, for example:
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we issue (other than in a public offering) ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (excluding the private placement shares underlying the private placement units) or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding (excluding the private placement shares underlying the private placement units);
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any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or
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the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:
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the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
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the expected cost of holding a shareholder vote;
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the risk that the shareholders would fail to approve the proposed business combination;
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other time and budget constraints of the company; and
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additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
Permitted Purchases and Other Transactions with Respect to Our Securities
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares, rights or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares, rights or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
The purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination (iii) reduce the number of rights outstanding or vote such rights on any matters submitted to the rights holders for approval in connection with our initial business combination or (iv) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such 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 securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our rights or warrants. Further, we will not proceed with redeeming
our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (a) the completion of our initial business combination, and (b) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (i) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), or (ii) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
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 either prior to or upon consummation of an initial business combination. However, the proposed business combination may require: (a) cash consideration to be paid to the target or its owners, (b) cash to be transferred to the target for working capital or other general corporate purposes or (c) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.
Manner of Conducting Redemptions
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (a) in connection with a general meeting called to approve the business combination or (b) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements 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 (other than in a public offering) or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
If we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
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file proxy materials with the SEC.
In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial purchaser’s founder shares, we would need 8,250,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,375,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 22,000,000 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. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (a) the completion of a business combination, and (b) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (i) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), or (ii) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
Limitation on Redemption 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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption
rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights
Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal At Custodian (“DWAC”) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over- allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association).
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 within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) to consummate an initial business combination. If we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over- allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), we will: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights or warrants, which will expire worthless if we fail to consummate an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over- allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association). Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law.
Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) (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).
Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.
We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $2,290,000 held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.
If we were to expend all of the net proceeds of this offering and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Withum Smith+Brown, PC will not execute an agreement with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (a) $10.00 per public share and (b) 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 $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we
believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust account are reduced below the lesser of (a) $10.00 per public share and (b) 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 $10.00 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.
We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (except for 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 $2,290,000 following this offering and the sale of the private placement units with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors; however such liability will not be greater than the amount of funds from our trust account received by any such shareholder. In the event that our offering expenses exceed our estimate of $650,000, 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 $650,000, 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 proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public 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 to have acted in bad faith, 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 (a) 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 within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), (b) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), or (ii) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (c) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.
Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and If We Fail to Complete Our Initial Business Combination.
The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association):
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Redemptions in connection
with Our Initial Business
Combination
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Other Permitted Purchases of
Public Shares by Our Affiliates
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Redemption if We Fail to
Complete an Initial Business
Combination
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Impact to remaining
shareholders
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The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable.
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If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us.
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The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions.
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Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419
The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an
offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
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$220,000,000 of the net proceeds of this offering and the sale of the private placement units will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.
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Approximately $187,110,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker- dealer acts as trustee for persons having the beneficial interests in the account.
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Investment of net proceeds
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$220,000,000 of the net proceeds of this offering and the sale of the private placement units held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
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Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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Receipt of interest on escrowed funds
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Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.
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Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
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Limitation on fair value or net assets of target business
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Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the
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The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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foregoing 80% of fair market value test.
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Trading of securities issued
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The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares, rights and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representatives inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
The units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
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No trading of the units or the underlying Class A ordinary shares, rights and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
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Exercise of the warrants
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The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and twelve months from the closing of this offering.
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The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
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Election to remain an investor
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We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding
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A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirements to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirements 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 obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any such general meeting.
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company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
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Business combination deadline
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If we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to
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If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over- allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
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Release of funds
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Except for the withdrawal of interest income (if any) to pay our income 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
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The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of up to $2,200,000 or $2,530,000 if the underwriters’ over- allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), subject to applicable law, and
(iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
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Competition
In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We currently maintain our executive offices at 12 E 49th Street, 11th Floor, New York, NY 10017. We consider our current office space adequate for our current operations.
Employees
We currently have three executive officers and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period to our company will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.
Periodic Reporting and Financial Information
We will register our units, Class A ordinary shares, rights and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire 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 acquisition 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 acquisition candidates, we do not believe that this limitation will be material.
We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event 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. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
We are 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 (a) the last day of the fiscal year (i) following the fifth anniversary of the completion of this offering, (ii) in which we have total annual gross revenue of at least $1.07 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (a) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, and (b) our annual revenues exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.
Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this prospectus.
MANAGEMENT
Officers, Directors and Director Nominees
Our officers, directors and director nominees are as follows:
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Name
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Age
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Position
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Yana Watson Kakar
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45
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Chief Executive Officer and Director
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David Birnbaum
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46
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President
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Rahul Kakar
|
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47
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Chief Financial Officer and Chief Operations Officer
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Vikram Gandhi
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59
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Director Nominee
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Isabelle Freidheim
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41
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Director Nominee
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Alex Roetter
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43
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Director Nominee
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Yana Watson Kakar has served as the Chief Executive officer and a member of our board of directors since our inception. Ms. Watson Kakar is also the Global Managing partner Emeritus of Dalberg Advisors, a multinational advisory firm that specializes in social impact and environmental sustainability. Ms. Watson Kakar is a seasoned operator with a track record of success both as a chief executive and as a counsellor to other chief executive officers, heads of state and the public service, institutional investors, civil society leaders and philanthropists. In 2020, Ms. Watson Kakar concluded two terms as the Global Managing Partner, having led the firm to triple global revenues and to grow to nearly 30 offices worldwide over the course of her tenure. In her client work, Ms. Watson Kakar works with corporate leaders and investors to transform business models and investment portfolios through sustainable, responsible and impact-oriented strategies.
Ms. Watson Kakar has dedicated her career to driving economic and financial returns through the application of socially inclusive and sustainable business and investment strategies. She is a trusted partner to leaders of major multinationals, long-term institutional investors, and heads of state and government alike. Ms. Watson Kakar is a recognized expert in ESG, sustainable investing and socially responsible business. Ms. Watson Kakar’s perspectives have been published widely, including in the Financial Times, Bloomberg, The Huffington Post, DevEx, The Guardian, The Economist and Forbes. Ms. Watson Kakar serves on the board of directors of Oxfam America and the African Enterprise Challenge Fund and she is a member of the Young Presidents Organization. Ms. Watson Kakar holds a Masters of Business Administration from The Wharton School at the University of Pennsylvania and a Bachelor of Arts in Economics from McGill University. Ms. Watson Kakar is the spouse of Rahul Kakar, our Chief Financial Officer and Chief Operations Officer. We believe Ms. Watson Kakar is qualified to serve on our board of directors due to the leadership and public company experience she brings.
David Birnbaum has served as President since our inception. Mr. Birnbaum is a seasoned venture capital investor, operator and co-founder and Managing Partner of Five Four Ventures, a technology and consumer focused venture capital and incubation fund. Mr. Birnbaum is and has been a member of the board of directors for several disruptive consumer companies and was an independent board member designee for Goldman Sachs Investment Partners. Previously, Mr. Birnbaum was the President of Broadway Video Ventures, the corporate strategy, investment and acquisition arm of Lorne Michael’s (Executive Producer of Saturday Night Live, 30 Rock, and the Tonight Show) media and distribution company. Prior to Broadway Video, Mr. Birnbaum was a technology investor at Patricof & Co. Ventures and Apax Partners. He also co-founded, led, and sold Takkle, a startup focused on high school sports recruiting, to Alloy Media & Marketing. Mr. Birnbaum started his career at Furman Selz where he helped build the firm’s Telecommunications Group. Mr. Birnbaum holds a Bachelors of Arts in Economics from Columbia University and a Master of Business Administration from The Wharton School at the University of Pennsylvania where he was a Weiss Tech House fellow.
Rahul Kakar has served as Chief Financial Officer and Chief Operations Officer since our inception. Mr. Kakar has been a successful investor and operator in public and private markets for more than 25 years and was an early investor in SPACs beginning in 2005. Mr. Kakar is a member of the Executive Team and Principal at Advanced Portfolio Management, an institutional asset manager. Previously, Mr. Kakar was Managing Director and a Founding Member of the equities and equity linked proprietary team at SwissRe.
At SwissRe, Mr. Kakar was responsible for managing a group overseeing billions of dollars of assets in various strategies, all with a high degree of derivative content. Mr. Kakar started his career at Lehman Brothers where he worked for multiple years on both the Fixed Income and Equity Capital businesses. Mr. Kakar also founded and co-led HanKar Capital, a New York-based relative value hedge fund, and was the owner, operator and Executive Chairman of East Lifestyle, a British women’s wear fashion retailer. Mr. Kakar also served as a senior adviser to Foradian, a Bangalore based private Edtech company. Mr. Kakar is the spouse of Ms. Watson Kakar, our Chief Executive Officer. Mr. Kakar holds a Bachelor of Arts in Economics from the University of Chicago.
Vikram Gandhi will be appointed as a director and will Chair our Board of Directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Gandhi is a Senior Lecturer of Business Administration at the Harvard Business School, teaching Sustainable Investing, a new course he developed, among others. Prior to Harvard Business School, Mr. Gandhi spent 23 years in investment banking at Credit Suisse and Morgan Stanley. Mr. Gandhi was Vice Chairman of Investment Banking and Global Head of the Financial Institutions Business for Credit Suisse, in New York and Hong Kong. Mr. Gandhi was a member of Credit Suisse’s Global Investment Banking Management Committee, and the Fixed Income Operating Committee. Prior to his tenure at Credit Suisse, Mr. Gandhi worked at Morgan Stanley, where he was Co-Head of Global FIG in New York; his prior work at Morgan Stanley included heading the Firm’s institutional strategy area, its Global E-commerce Committee, and as Country Head and President of Morgan Stanley India. During his career in investment banking, Mr. Gandhi has focused on advising boards of directors and CEOs around the globe on strategic direction and the implementation of major mergers, acquisitions, IPO’s and other capital raising initiatives, and corporate restructurings and buyouts.
Mr. Gandhi is also the founder of Asha Impact and is a senior advisor to The Canada Pension Plan Investment Board. Asha Impact is an impact-oriented venture capital firm that invests equity capital with a target of market-rate returns in social enterprises. In addition, Asha works with its investee companies in providing strategic and management direction, access to its network and guidance on impact measurement and management. Its affiliated organization, Asha Trust, engages with government, business and civil society on key policy issues.
Mr. Gandhi has been a member of the Young Presidents Organization since 1997 and has been a part of the New York, Hong Kong and Mumbai chapters. Mr. Gandhi is a member of the board of directors and Chairman of the Asian Regional Committee of Grameen Foundation, a member of the board of directors of Jana Small Finance Bank and KEC International and a member of the Investment Committee at Gawa Capital. Mr. Gandhi is a founding member of Harvard University’s South Asia Initiative, a founder of Ashoka University, the first liberal arts college established in India, and a founding board of directors member of Social Finance India. Mr. Gandhi is also a member of The Global Leaders Circle at Harvard Business School. Mr. Gandhi holds a Master of Business Administration from the Harvard Business School where he was designated a Baker Scholar, a Bachelor of Commerce with high distinction from the University of Mumbai, and he is also a qualified Chartered Accountant. We believe Mr. Gandhi is qualified to serve on our board of directors due to his extensive experience in the technology and finance industries.
Isabelle Freidheim will be appointed as a director upon the effectiveness of the registration statement of which this prospectus forms a part. Currently, Ms. Freidheim is serving as managing partner and is the co-founder of Starwood VC, a firm making investments in technology businesses, where she has led investments in both early-stage and late-stage, pre-IPO companies and is engaged in deal sourcing, due diligence and assisting portfolio companies since May 2018. In March 2021, Ms. Freidheim launched Athena Technology Acquisition Corporation, an all-woman-led $250 million blank check company, serving as Chair of the Board of Directors. In July 2021, Athena announced a merger transaction with Heliogen. Ms. Freidheim is also the co-founder of Magnifi, an investment platform powered by a financial industry natural language search engine, which was acquired by the Tifin Group in December 2020. She acted as its Chief Executive Officer from 2018 to 2019 and led the company’s early growth and multiple rounds of financing. From 2015 to 2016, Ms. Freidheim was a venture partner with MissionOG, a venture capital firm, where she invested in high-growth technology companies. From 2012 to 2015, she was a co-founder and partner of The London Fund, an investment firm that specializes in early-stage venture capital and growth capital investments. From 2006 to 2007, Ms. Freidheim worked in the private equity department of
Invesco, an independent investment management company. Prior to that, she worked in the investment banking department of Lehman Brothers from 2004 to 2005. Ms. Freidheim received her Bachelor of Arts in Economics from Columbia University and received her Master of Business administration from Columbia Business School. Ms. Freidheim is well-qualified to serve on our Board due to her extensive investment and corporate finance experience.
Alex Roetter will be appointed as a director upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Roetter is currently a Managing Director at Moxxie Ventures, an early-stage venture capital firm. He previously served as the President of Kitty Hawk, an eVTOL aircraft manufacturer. Prior to Kitty Hawk, Mr. Roetter was at Twitter for six years, where he was the Senior Vice President of Engineering. As a member of Twitter’s Executive Team, he helped take the company public via IPO, grow monthly active users to more than 300 million, and revenue to greater than $2 billion annually. Mr. Roetter has been an active angel investor for 10 years and has invested in and/or advised more than 50 companies including Mainstreet, Coinbase, Sauce Labs, Nuro and Stedi. Mr. Roetter started his career at Google in 2002 as a software engineer and holds Bachelor of Science and Master of Science degrees in Computer Science from Stanford University. We believe Mr. Roetter is qualified to serve on our board of directors due to the technology industry and public company experience he brings.
Our management team and independent board members will further be supported by our advisors who bring extensive additional experience. They include:
Celeste Clark will serve as Chairwoman of our Advisory Board. Dr. Clark currently serves as a director on the board of the Wells Fargo Company (NYSE: WFC), Hain Celestial (NASDAQ: HAIN), Prestige Foods and Kate Farms, Inc. During the past five years, Dr. Clark has served on the boards of several public and privately held companies including: Mead Johnson Nutrition Company (NYSE: MJN), a pediatric nutrition company, beginning in 2011 until being acquired by Reckitt Benckiser plc in 2017; Diamond Foods, Inc. (NASDAQ: DMND), a leading branded snacks supplier, beginning in 2014 until being acquired by Snyder’s-Lance, Inc. in 2016; AdvancePierre Foods Holdings, Inc. (NYSE: APFH), a producer and distributor of ready-to-eat sandwiches, beginning in 2016 until being acquired by Tyson Foods, Inc. in 2017; and Omega Protein Corporation (NYSE: OME), a manufacturer of fish meal and fish oils, until being acquired in 2017 by Cooke Inc.. Dr. Clark has served as a principal of Abraham Clark Consulting, LLC, a health and regulatory policy consulting firm, since November 2011 and consults on health policy, regulatory affairs and leadership development. She is the retired Senior Vice President of Global Public Policy and External Relations and chief sustainability officer of Kellogg Company (“K”), a food manufacturing company. Dr. Clark joined Kellogg in 1977 and held other senior management positions, including Vice President of Corporate and Scientific Affairs and Senior Vice President of Global Nutrition and Corporate Affairs. She also served as President of the Kellogg Corporate Citizenship Fund, Kellogg’s philanthropic entity, and was responsible for Kellogg’s corporate social responsibility initiatives which focused on community engagement, economic development, arts and education and health and wellness. Dr. Clark is an adjunct professor at Michigan State University in the Department of Food Science and Human Nutrition. She earned her Bachelor of Science degree from Southern University, Master of Science from Iowa State University, and Ph.D. from Michigan State University.
Christopher Bradley will serve as an advisor to us. Mr. Bradley is a Managing Director at Mistral Private Equity, which he joined in 2008. Mr. Bradley brings more than 20 years of experience identifying acquisition candidates, due diligence experience, including accounting and financial modeling acumen, and a background in deal structuring. Mr. Bradley currently serves as the Chief Financial Officer of Haymaker III (NASDAQ: HYACU), a blank check company which completed its $317.5 million initial public offering in March 2021 and is searching for a target business. Mr. Bradley also serves as the Chief Financial Officer of Tastemaker Acquisition Corp. (NASDAQ: TMKR), a blank check company which completed its $276 million initial public offering on January 12, 2021 and is searching for a target business in the restaurant, hospitality and related technology and service sectors. In addition, Mr. Bradley has been serving as the Chief Financial Officer and Secretary of AFAQ, a blank check company in the process of its initial public offering, since January 2021. From 2019 until its business combination in December of 2020, Mr. Bradley served as the Chief Financial Officer and Secretary of Haymaker Acquisition Corp. II. From 2017 until its business combination in March 2019, Mr. Bradley was an officer of Haymaker Acquisition Corp. I. Since 2016, Mr. Bradley has served as a member of the board of directors of The Beacon Consumer Incubator
Fund, a venture capital fund that invests in consumer technology companies. Mr. Bradley has also previously served on the board of directors of Creminelli Fine Meats, LLC, a privately held premium-priced charcuterie wholesaler from 2016 to January 2020 and The Lovesac Company, Inc. (NASDAQ: LOVE) from 2010 to 2018. Mr. Bradley has also guided Mistral portfolio companies in an operational role and, through Mistral, served on the board of Jamba, Inc. (NASDAQ: JMBA) from 2009 to 2013. Prior to Mistral, Mr. Bradley served as an investment banker at Banc of America Securities from 2005 to 2006, a Manager in Burger King’s strategy group in 2004 and a Manager at PricewaterhouseCoopers management consulting practice from 1999 to 2004. Mr. Bradley received his MBA from the Harvard Business School and his BA from the University of Chicago.
Martin Aares will serve as an advisor to us. Mr. Aares co-heads the private equity platform at Closed Loop Partners, a New York-based investment firm, where he focuses on environmentally sustainable investing in the circular economy. Mr. Aares is a veteran sustainability investor with a strong track record in private equity, venture capital and project finance. Throughout his career, Mr. Aares has co-founded three investment funds and held leadership positions in several growth companies. Mr. Aares spent nine years at Novus Energy Partners, a clean energy growth equity firm he co-founded in 2007, where he was responsible for investments in the solar, smart grid and energy efficiency sectors, which yielded some of the firm’s most successful exits. Mr. Aares was also a co-founder and partner of Traverse Venture Partners, a venture capital firm investing at the intersection of sustainability technologies and the built environment. Previously, Mr. Aares was a senior vice president in GE’s renewable energy investment group, GE Energy Financial Services, where he led project finance investments in the solar, wind and biomass sectors. Earlier in his career, he was an investment banker with Goldman Sachs and a vice president with Stern Stewart, a management consulting firm. Martin holds a Master in Business Administration from Harvard Business School and a Bachelor of Science from University of Virginia.
Number and Terms of Office of Officers and Directors
Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of four members. Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Isabelle Freidheim, will expire at our at our first annual general meeting. The term of office of the second class of directors, consisting of Vikram Gandhi and Alex Roetter, will expire at our at our second annual general meeting. The term of office of the third class of directors, consisting of Yana Watson Kakar, will expire at our third annual general meeting.
Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of one or more chair or co-chair of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.
Director Independence
Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in Nasdaq listing rules and applicable
SEC rules prior to completion of this offering. Our board of directors has determined that Vikram Gandhi, Isabelle Freidheim and Alex Roetter are “independent directors.” Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Executive Officer and Director Compensation
None of our executive officers or directors have received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination.
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
Committees of the Board of Directors
Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a nominating committee and a compensation committee, each composed of independent directors. Under Nasdaq listing rules and Rule 10A-3 of the Exchange Act, a company listing in connection with its initial public offering is permitted to phase in its compliance with independence requirements. We do not intend to rely on any phase-in schedules.
Audit Committee
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. The members of our audit committee will be Vikram Gandhi, Isabelle Freidheim and Alex Roetter, with Mr. Gandhi serving as Chairperson of the committee. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Our board of directors has determined that each of Mr. Gandhi, Ms. Freidheim and
Mr. Roetter is independent. In addition, each member of the audit committee is financially literate and our board of directors has determined that Mr. Gandhi qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
The audit committee is responsible for:
•
meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
•
monitoring the independence of the independent registered public accounting firm;
•
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
•
inquiring and discussing with management our compliance with applicable laws and regulations;
•
pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
•
appointing or replacing the independent registered public accounting firm;
•
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
•
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
•
monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and
•
reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
Nominating Committee
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be Isabelle Freidheim and Alex Roetter, with Ms. Freidheim serving as Chairperson of the committee. Our board of directors has determined that each of Ms. Freidheim and Mr. Roetter is independent.
The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.
Guidelines for Selecting Director Nominees
The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generally will provide that persons to be nominated:
•
should have demonstrated notable or significant achievements in business, education or public service;
•
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
•
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
Compensation Committee
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be Alex Roetter and Vikram Gandhi and with Mr. Roetter serving as Chairperson of the committee. Our board of directors has determined that each of Mr. Roetter and Mr. Gandhi is independent.
We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:
•
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
•
reviewing and approving the compensation of all of our other Section 16 executive 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 executive officers and employees;
•
producing a report on executive compensation to be included in our annual proxy statement; and
•
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
Code of Ethics
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Conflicts of Interest
Under Cayman Islands law, directors and officers owe the following fiduciary duties:
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duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
•
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
•
directors should not improperly fetter the exercise of future discretion;
•
duty to exercise powers fairly as between different sections of shareholders;
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duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
•
duty to exercise independent judgment.
In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances, what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders, provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or, alternatively, by shareholder approval at general meetings.
Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, 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, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. 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.
Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:
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Name of Individual
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|
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Entity Name
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|
|
Entity’s Business
|
|
|
Affiliation
|
|
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Yana Watson Kakar
|
|
|
Africa Enterprise Challenge Fund
Oxfam America
AFDB Presidential Youth Council
YPO
Dalberg
G4G Sponsor LLC
|
|
|
Development organization
Charitable organization
Development organization
Leadership organization
Development organization
Special purpose acquisition company sponsor
|
|
|
Director
Director
Advisory Member
Member
Managing Partner Emeritus
Member
|
|
|
David Birnbaum
|
|
|
Five Four Ventures Incubator Company LLC (and related funds)
Bellway, Inc.
Root Logic Ventures, Inc.
Jawa Ventures, Inc.
Sanctuary Ventures Inc.
G4G Sponsor LLC
|
|
|
Venture capital firm
Health/nutrition company
Health/nutrition company
Online marketplace company
Media/entertainment company
Special purpose acquisition company sponsor
|
|
|
Managing Partner
Director
Director
Director
Director
Member
|
|
|
Rahul Kakar
|
|
|
Advanced Portfolio Management
Crore Capital LLC
G4G Sponsor LLC
|
|
|
Specialty asset manager
Investment firm
Special purpose acquisition company sponsor
|
|
|
Principal
Managing Member
Member
|
|
|
Vikram Gandhi
|
|
|
Asha Circle LLP
|
|
|
Social impact investment fund
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|
|
Partner
|
|
|
|
|
|
Asha Impact
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|
|
Social impact investment fund
|
|
|
Trustee
|
|
|
|
|
|
Asha Impact Advisory Services Private Limited
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|
|
Social impact investment fund
|
|
|
Board Member
|
|
|
|
|
|
Asha Impact Consulting LLP
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|
|
Social impact investment fund
|
|
|
Partner
|
|
|
|
|
|
Asha Impact Initiatives LLP
|
|
|
Social impact investment fund
|
|
|
Partner
|
|
|
|
|
|
Asha Truhealthcare Initiatives LLP
|
|
|
Social impact investment fund
|
|
|
Partner
|
|
|
|
|
|
Avanti Learning Centres Pvt. Ltd.
|
|
|
Education company
|
|
|
Member
|
|
|
|
|
|
Canada Pension Plan Investment Board
|
|
|
Pension plan asset manager
|
|
|
Senior Advisor
|
|
|
|
|
|
Council of Experts, Indian Ministry of Finance
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|
|
Policy advisory group
|
|
|
Member
|
|
|
|
|
|
Gawa Capital
|
|
|
Social impact investment firm
|
|
|
Investment Committee
|
|
|
|
|
|
Grameen Capital India Private Limited
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|
|
Social impact investment fund
|
|
|
Nominee Director
|
|
|
|
|
|
Grameen Foundation Committee
|
|
|
Social impact investment fund
|
|
|
Director
|
|
|
|
|
|
Grameen Foundation Committee
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|
|
Development organization
|
|
|
Director
|
|
|
|
|
|
Grameen Impact Investments India Private Limited
|
|
|
Social impact investment fund
|
|
|
Director, Asian Regional Committee Chair
|
|
|
|
|
|
Greenway Grameen Infra Pvt. Ltd.
|
|
|
Clean cooking company
|
|
|
Member
|
|
|
|
|
|
Harvard Business School
|
|
|
Business school
|
|
|
Senior Lecturer
|
|
|
|
|
|
Jana Small Finance Bank
|
|
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Digital bank
|
|
|
Director
|
|
|
|
|
|
Janaadhar (India) Private Limited
|
|
|
Affordable housing company
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|
|
Member
|
|
|
|
|
|
KEC International Limited
|
|
|
Electric power company
|
|
|
Additional Director
|
|
|
|
|
|
Saahas Waste Management Private Limited
|
|
|
Waste management company
|
|
|
Member
|
|
|
|
|
|
Swarnapragati Housing Microfinance Private Limited
|
|
|
Real estate finance company
|
|
|
Member
|
|
|
|
|
|
Vastu Housing Finance Corp. Ltd.
|
|
|
Real estate finance company
|
|
|
Member
|
|
|
|
|
|
VSG Capital Advisors (HK) Ltd.
|
|
|
Venture capital firm
|
|
|
Board Member
|
|
|
|
|
|
VSG Capital Advisors Pvt. Ltd.
|
|
|
Venture capital firm
|
|
|
Board Member
|
|
|
Isabelle Freidheim
|
|
|
Athena Technology Acquisition Corp.
YPO
Golden Falcon Acquisition Corp.
|
|
|
Special purpose acquisition company
Leadership organization
Special purpose acquisition company
|
|
|
Director, Chairman
Member
Family Relationship/Connection
|
|
|
Alex Roetter
|
|
|
Moxxie Ventures
|
|
|
Venture capital firm
|
|
|
Managing Director, General Partner
|
|
Potential investors should also be aware of the following other potential conflicts of interest:
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Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
•
Our sponsor subscribed for founder shares prior to the date of this prospectus and will purchase private placement units in a transaction that will close simultaneously with the closing of this offering.
•
Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement units will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement units will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
•
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.
•
Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions 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.
In addition, our sponsor or any of its affiliates may make additional investments in the company in connection with the initial business combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s motivation to complete an initial business combination.
Furthermore, in no event will our sponsor or any of our existing officers or directors, or their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. However, our sponsor
may transfer certain of its Class B ordinary shares to our directors or advisors, or their affiliates, in conjunction with our initial business combination in the event such parties bring specific target company, industry or market expertise, as well as insights or relationships that we believe are necessary in order to locate, assess, negotiate and consummate an initial business combination.
We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.
Limitation on Liability and Indemnification of Officers and Directors
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association 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 will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares in the event we do not consummate an initial business combination within the completion window). 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:
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each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
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each of our executive officers, directors and director nominees that beneficially owns ordinary shares; and
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all our executive officers, directors and director nominees as a group.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus.
On July 15, 2021, the sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs in consideration of 6,325,000 Class B ordinary shares, par value $0.0001, which were issued to the sponsor on July 15, 2021 and of which up to 825,000 are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. In addition, our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 734,000 private placement units for a purchase price of $10.00 per unit in a private placement that will occur simultaneously with the closing of this offering (assuming the underwriters do not exercise their over-allotment option). Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option and that there are 28,234,000 ordinary shares issued and outstanding after this offering.
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Number of Shares
Beneficially
Owned(2)
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Approximate Percentage of Issued and
Outstanding Ordinary Shares
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Name and Address of Beneficial Owner(1)
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Before
Offering
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After
Offering
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G4G Sponsor LLC (our sponsor)
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6,325,000(3)(4)
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%
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%
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Yana Watson Kakar(3)
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David Birnbaum(3)
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Rahul Kakar(3)
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Vikram Gandhi(3)
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Isabelle Freidheim(3)
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Alex Roetter(3)
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All officers, directors and director nominees as a group
(6 individuals)
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6,325,000
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100.0%
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20.0%
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*
Less than one percent.
(1)
Unless otherwise noted, the business address of each of our shareholders is 12 E 49th Street, 11th Floor, New York, NY 10017.
(2)
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described in the section titled “Description of Securities.” Includes up to 825,000 founder shares that will be surrendered to us for no consideration by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.
(3)
The shares reported above are held in the name of our sponsor. Yana Watson Kakar, Rahul Kakar and David Birnbaum are the managing members of our sponsor. Each managing member has one vote,
and the approval of two of three managing members is required to approve an action by G4G 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 G4G Sponsor LLC. Based upon the foregoing analysis, no individual managing members of G4G Sponsor LLC exercises voting or dispositive control over any of the securities held by G4G Sponsor LLC, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. Additionally, each of our officers, directors and strategic advisors is, directly or indirectly, a member of our sponsor or have direct or indirect economic interests in our sponsor, and each of them disclaims any beneficial ownership of any shares held by our sponsor except to the extent of his or her ultimate pecuniary interest. Further, two institutional investors (the “Anchor Investors”) have subscribed to purchase membership interests in our sponsor. These Anchor Investors have collectively indicated an interest in purchasing approximately 19% of the units in this offering. However, because indications of interest are not binding agreements or commitments to purchase, the Anchor Investors may determine not to purchase any such units, or to purchase fewer units than they have indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such units to the Anchor Investors. These Anchor Investors have committed to provide $4,000,000 of upfront capital to G4G Sponsor LLC in return for a minority economic ownership interest. Such Anchor Investors will not receive voting or governance rights.
(4)
Includes 367,000 Class A ordinary shares underlying the private placement units.
Immediately after this offering, our initial shareholders will beneficially own 20% of the then issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement unit and assuming they do not purchase any units in this offering) and will have the right to appoint all of our directors prior to 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 sponsor 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. 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 (excluding the private placement shares underlying the private placement units) upon the consummation of this offering.
Our sponsor has agreed (a) to vote any founder shares and public shares held by it in favor of any proposed business combination and (b) not to redeem any founder shares or public shares held by it in connection with a shareholder vote to approve a proposed initial business combination.
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 Units
The founder shares and private placement units 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 management team. Our sponsor and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (a) one year after the completion of our initial business combination and (b) subsequent to our initial business combination, (i) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, 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 (ii) the date on which we complete a liquidation, merger, share exchange 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. The private placement units and the respective Class A ordinary shares underlying such warrants are not transferable or salable until 30 days after the completion of our initial business combination. The foregoing restrictions are not applicable to transfers: (a) to our officers or
directors, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor or our sponsor’s members; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the founder shares, private placement units or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue of our sponsor’s organizational documents upon liquidation or dissolution of our sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial business combination; (h) in the event of our liquidation prior to the completion of our initial business combination; or (i) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (f) , these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On July 15, 2021, the sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs in consideration of 6,325,000 Class B ordinary shares, par value $0.0001, which were issued to the sponsor on July 15, 2021. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued and outstanding shares (excluding the private placement shares underlying the private placement units) upon completion of this offering. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or 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 the issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement units) upon the consummation of this offering. Up to 825,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 734,000 private placement units (or 800,000 private placement units if the over-allotment option is exercised in full) for a purchase price of $10.00 per unit in a private placement that will occur simultaneously with the closing of this offering. As such, our sponsor’s interest in this transaction is valued at between $8,000,000 and $8,825,000, depending on the number of private placement unit purchased. Each private placement units entitles the holder one Class A ordinary share to purchase one-half of one Class A ordinary share at $11.50 per share, subject to adjustment. The private placement units (including the Class A ordinary shares issuable upon exercise of the private placement warrant included therein) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.
As more fully discussed in the section of this prospectus titled “Management—Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
We currently maintain our executive offices at 12 E 49th Street, 11th Floor, New York, NY 10017.
No compensation of any kind, including finder’s and consulting fees, will be paid by us to our sponsor, officers and directors, or their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, our sponsor may transfer certain of its Class B ordinary shares to our directors or advisors, or their affiliates, in conjunction with our initial business combination in the event such parties bring specific target company, industry or market expertise, as well as insights or relationships that we believe are necessary in order to locate, assess, negotiate and consummate 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 by us to our sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
Prior to the consummation of this offering, our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2022 and the closing of this offering. The loan will be repaid upon the closing of this offering out of the offering proceeds not held in the trust account.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor, or an affiliate of our sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
We will enter into a registration rights agreement pursuant to which our sponsor will be entitled to certain registration rights with respect to the private placement units, the warrants issuable upon conversion of working capital loans (if any) and the Class A ordinary shares issuable upon exercise of the foregoing, which is described under the section of this prospectus titled “Description of Securities—Registration Rights.” We will bear the expenses incurred in connection with the filing of any such registration statements.
Policy for Approval of Related Party Transactions
The audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction any contractual restrictions that the company has already committed to, the business purpose of the transaction and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.
DESCRIPTION OF SECURITIES
We are a Cayman Islands exempted company and our affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, which will be adopted prior to the consummation of this offering, we will be authorized to issue 479,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, all $0.0001 par value each. The following description summarizes the material terms of our shares as set out more particularly in our amended and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you.
Units
Each unit has an offering price of $10.00 and consists of one Class A ordinary share, one right and one-half of one redeemable warrant. Each right entitles the holder to receive one-sixteenth (1/16) of a share of a Class A ordinary share. You must have 16 rights in order to receive a Class A ordinary share at the closing of the initial business combination. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.
The Class A ordinary shares, rights and warrants comprising the units are expected to begin separate trading on the 52nd day following the date of this prospectus unless the representatives 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, rights 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, rights 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 three units, you will not be able to receive or trade a whole warrant.
In no event will the Class A ordinary shares, rights 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 and the sale of the private placement units. We will file a Current Report on Form 8-K which includes this audited balance sheet promptly after the completion of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
Private Placement Units
The private placement units (including the private placement shares, the private placement warrants and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable 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 Units,” to our officers and directors and other persons or entities affiliated with our sponsor) and the private placement warrants included therein will not be redeemable by us . Holders of our private placement units are entitled to certain registration rights. If we do not consummate an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), the proceeds from the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares (subject
to the requirements of applicable law) and the private placement units (and the underlying securities) will expire worthless. Further, if we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution being the affirmative vote of a simple majority of the shareholders, represented in person or by proxy and entitled to vote thereon, who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. Otherwise, the private placement units are identical to the units sold in this offering.
Our sponsor and our management team have agreed not to transfer, assign or sell any of their private placement units, private placement shares, the private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination, except that, among other limited exceptions as described under the section of this prospectus entitled “Principal Shareholders—Transfers of Founder Shares and Private Placement Units,” to our officers and directors and other persons or entities affiliated with our sponsor” made to our officers and directors and other persons or entities affiliated with our sponsor.
Ordinary Shares
Prior to the date of this prospectus, there were 6,325,000 Class B ordinary shares issued and 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 (excluding the private placement shares underlying the private placement units and assuming our sponsor does not purchase any units in this offering). Upon the closing of this offering, 28,234,000 of our ordinary shares will be outstanding (assuming no exercise of the underwriters’ over-allotment option) including:
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22,000,000 Class A ordinary shares underlying the units issued as part of this offering;
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734,000 Class A ordinary shares underlying the private placement units issued simultaneously with the closing of this offering; and
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5,500,000 Class B ordinary shares held by our initial shareholders.
If we increase or decrease the size of this offering, we will effect a share capitalization or a compulsory redemption or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement units) upon the consummation of this offering.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law or the applicable rules of Nasdaq. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of our ordinary shares that are voted at a general meeting, 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. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders
of a majority of our founder shares may remove a member of the board of directors for any reason. In addition, in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires, pursuant to our amended and restated memorandum and articles of association, approval of a special resolution passed by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, or a unanimous written resolution of all shareholders entitled to vote), holders of our Class B ordinary shares will have 10 votes for every Class B ordinary share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share. The provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination and our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination may only be amended by a special resolution, being either the affirmative vote of holders of at least two-thirds of our issued and outstanding ordinary shares who attend and vote at a general meeting (which shall include the affirmative vote of a simple majority of our Class B ordinary shares), or a unanimous written resolution of all shareholders entitled to vote.
Because our amended and restated memorandum and articles of association authorize the issuance of up to 479,000,000 Class A ordinary shares, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we will be authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination.
Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with 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 general meetings to appoint directors. We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a
shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. 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 the majority of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and articles of association 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 shares with respect to Excess Shares, without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares, would be required to sell their shares in open market transactions, potentially at a loss.
If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 8,250,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,375,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 22,000,000 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. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.
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 within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000
of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of up to $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) (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). Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law.
In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.
Founder Shares
The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that: (a) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (b) the founder shares are subject to certain transfer restrictions, as described in more detail below; (c) in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires, pursuant to our amended and restated memorandum and articles of association, approval of a special resolution, being either the affirmative vote of holders of at least two-thirds of our issued and outstanding ordinary shares who attend and vote at a general meeting, or a unanimous written resolution of all shareholders entitled to vote ), holders of our founder shares will have 10 votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share; (d) our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) to 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) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of
our Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) (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); (e) pursuant to the letter agreement, upon and subject to the completion of the initial business combination, 25% of the founder shares then held by the sponsor shall be considered to be newly unvested shares, one-half of which (or 12.5% of the shares then held by the sponsor) will vest only if the First Share Price Level is achieved on or after the first anniversary of the closing of the initial business combination but before the fifth anniversary; and one-half of which (or 12.5% of the shares then held by the sponsor) will vest only if the Second Share Price Level is achieved on or after the first anniversary of the closing of the initial business combination but before the fifth anniversary (founder shares, if any, that remain unvested at the fifth anniversary of the closing of the initial business combination will be forfeited); (f) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein; and (g) the founder shares are entitled to registration rights. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.
The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the 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 Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement units issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. We refer to such transfer restrictions throughout this prospectus as the lock-up. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof.
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by holders of at least two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares, or by way of a unanimous written resolution of all shareholders entitled to vote. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires, pursuant to our amended and restated memorandum and articles of association, approval of a special resolution , being either the affirmative vote of holders of at least two-thirds of our issued and outstanding ordinary shares who attend and vote at a general meeting, or a unanimous written resolution of all shareholders entitled to vote), holders of our Class B ordinary shares will have 10 votes for every Class B ordinary share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share.
Register of Members
Under Cayman Islands law, we must keep a register of members and there will be entered therein:
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the names and addresses of the members and, a statement of the shares held by each member, which;
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distinguishes each share by its number (so long as the share has a number);
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confirms the amount paid, or agreed to be considered as paid, on the shares of each member;
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confirms the number and category of shares held by each member; and
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confirms whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional;
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the date on which the name of any person was entered on the register as a member; and
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the date on which any person ceased to be a member.
For these purposes, “voting rights” means rights conferred on shareholders in respect of their shares to vote at general meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain circumstances.
Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this public offering, the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
Preference Shares
Our amended and restated memorandum and articles of association authorize 1,000,000 preference shares and provide that preference shares may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board
of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preference shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future. No preference shares are being issued or registered in this offering.
Warrants
Public Shareholders’ Warrants
Each whole warrant entitles the registered holder to purchase one whole share of our Class A ordinary shares at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of this offering or 30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the public warrants and a current prospectus relating to them is available (or we permit holders to exercise their public warrants on a cashless basis under the circumstances specified in the public 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 public warrant agreement, a public warrant holder may exercise its public warrants only for a whole number of shares of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the date on which we complete our initial business combination exercisable, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a public warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No public warrant will be exercisable and we will not be obligated to issue shares of Class A ordinary shares upon exercise of a public warrant unless the shares of Class A ordinary shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the public warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a public 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 public warrant. In the event that a registration statement is not effective for the exercised public warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the shares of Class A ordinary shares underlying such unit.
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 prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the shares of Class A ordinary shares issuable upon exercise of the public 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 of the public warrants in accordance with the provisions of the public warrant agreement. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the public warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, public 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 public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if shares of Class A ordinary shares are at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, 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 or register or qualify the shares under applicable blue sky laws to the extent an exemption is available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of shares of Class A ordinary shares per warrant equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the 10-day average closing price as of the date on which the notice of redemption is sent to the holders of the warrants. The “10-day average closing price” means, as of any date, the average last reported sale price of the Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to such date.
Redemption of public warrants. Once the public warrants become exercisable, we may redeem the outstanding public warrants:
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in whole and not in part;
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at a price of $0.01 per public warrant;
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upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
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if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a public warrant as described under the heading “—Warrants—Public Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the public warrant holders.
We will not redeem the public warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the public warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available throughout the 30-day redemption period or we have elected to require the exercise of the public warrants on a “cashless basis” as described below. If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the public warrants, each warrant holder will be entitled to exercise his, her or its public warrant prior to the scheduled redemption date. However, the price of the shares of Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.
If we call the public warrants for redemption as described above, we will have the option to require any holder that wishes to exercise its public warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their public warrants on a “cashless basis,” we will consider, among other factors, our cash position, the number of public warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of shares of Class A ordinary shares issuable upon the exercise of our public warrants. If we take advantage of this option, all holders of public warrants would pay the exercise price by surrendering their public warrants for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the 10-day average closing price as of the date on which the notice of redemption is sent to the holders of the warrants. If we take advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and we do not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement
warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.
Redemption procedures. A holder of a public 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 9.8% (or such other amount as specified by the holder) of the shares of Class A ordinary shares outstanding immediately after giving effect to such exercise.
Anti-dilution Adjustments. If the number of outstanding shares of Class A ordinary shares is increased by a dividend payable in shares of Class A ordinary shares, or by a split-up of shares of Class A ordinary shares or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of shares of Class A ordinary shares issuable on exercise of each public warrant will be increased in proportion to such increase in the outstanding shares of Class A ordinary shares. A rights offering to holders of shares of Class A ordinary shares entitling holders to purchase shares of Class A ordinary shares at a price less than the fair market value will be deemed a share dividend of a number of shares of Class A ordinary shares equal to the product of (i) the number of shares 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 shares of Class A ordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A ordinary shares paid in such rights offering divided by (y) the fair market value. For these purposes if the rights offering is for securities convertible into or exercisable for shares of Class A ordinary shares, in determining the price payable for shares of 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. “Fair market value” means the 10-day average closing price as of the first date on which the shares of Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Notwithstanding anything to the contrary, no shares of Class A ordinary shares shall be issued at less than their par value.
In addition, if we, at any time while the public warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of shares of Class A ordinary shares on account of such shares of Class A ordinary shares (or other shares of our share capital into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the shares of Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of shares of Class A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of shares of Class A ordinary shares in connection with a shareholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the prescribed time period or with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A ordinary shares in respect of such event.
If the number of outstanding shares of Class A ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification of shares of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of shares of Class A ordinary shares issuable on exercise of each public warrant will be decreased in proportion to such decrease in outstanding shares of Class A ordinary shares.
Whenever the number of shares of Class A ordinary shares purchasable upon the exercise of the public warrants is adjusted, as described above, the warrant exercise price will be adjusted (to the nearest cent) by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A 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 shares of Class A ordinary shares so purchasable immediately thereafter. The public warrant agreement provides that no adjustment to the number of the shares of Class A ordinary shares issuable upon exercise of a warrant will be required until cumulative adjustments amount to 1% or more of the number of shares of Class A ordinary shares issuable upon exercise of a warrant as last adjusted. Any such adjustments that are not made will be carried forward and taken into account in any subsequent adjustment. All such carried forward adjustments will be made (i) in connection with any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least 1% in the number of shares of Class A ordinary shares issuable upon exercise of a warrant and (ii) on the exercise date of any warrant.
In case of any reclassification or reorganization of the issued and outstanding shares of Class A ordinary shares (other than those described above or that solely affects the par value of such shares of Class A ordinary shares), or in the case of any merger or consolidation of us with or into another entity (other than a consolidation or merger in which we are the continuing entity and that does not result in any reclassification or reorganization of our outstanding shares of 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 public warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the public warrants and in lieu of the shares of Class A ordinary shares 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 public warrants would have received if such holder had exercised their public warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of shares of Class A ordinary shares in such a transaction is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the public warrant properly exercises the public warrant within thirty days following public disclosure of such transaction, the public warrant exercise price will be reduced as specified in the public warrant agreement based on the Black-Scholes Warrant Value (as defined in the public warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the public warrants when an extraordinary transaction occurs during the exercise period of the public warrants pursuant to which the holders of the public warrants otherwise do not receive the full potential value of the public warrants.
The public warrants will be issued in registered form under a public warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the public 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 public warrants. The public warrant agreement provides that the terms of the public warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions of the public warrant agreement to the description of the terms of the public warrants and the public warrant agreement set forth in this prospectus, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the public warrant agreement as the parties to the public warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the public warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders.
The public 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 public warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of
Class A ordinary shares and any voting rights until they exercise their public warrants and receive shares of Class A ordinary shares. After the issuance of shares of Class A ordinary shares upon exercise of the public warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.
Warrants may be exercised only for a whole number of shares of Class A ordinary shares. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A ordinary shares to be issued to the warrant holder.
We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the public 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 we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors—Our public 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 public warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Private Placement Warrants
The private placement warrants (including the shares of Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions as described under “Principal Shareholders—Transfers of Founder Shares and Private Placement Units,” to our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us. The private placement warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the completion of our initial business combination, or earlier upon liquidation. The private placement warrants will be non-redeemable and will be exercisable on a cashless basis.
If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the warrants, multiplied by the excess of the “10-day average closing price” as of the date prior to the date on which notice of exercise is sent or given to the warrant agent, less the warrant exercise price by (y) the 10-day average closing price. The reason that we have agreed that these warrants will be exercisable on a cashless basis is because it is not known at this time whether the initial purchasers or their permitted transferees 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 shares of Class A ordinary shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into private placement units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units.
Rights
Each right represents the right to receive one-sixteenth (1/16) of one Class A ordinary share upon the consummation of our initial business combination, so each holder of 16 rights will receive one Class A ordinary share upon consummation of our initial business combination, whether or not we will be the
surviving entity and even if the holder of such right redeemed all Class A ordinary shares held by him, her or it in connection with our initial business combination. No fractional shares will be issued upon conversion of any rights, so holders must hold rights in denominations of 16 in order to receive a Class A ordinary share at the closing of our initial business combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional Class A ordinary shares upon consummation of our initial business combination as the consideration related thereto has been included in the unit purchase price paid for by investors in this offering. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).
As soon as practicable upon the occurrence of our initial business combination, we will direct holders of the rights to return their rights certificates to Continental Stock Transfer & Trust Company, in its capacity as rights agent. Upon receipt of the rights certificate, in a business combination in which we will be the surviving entity, we will issue to the registered holder of such rights the number of full Class A ordinary shares to which the holder is entitled.
If we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis, and each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-sixteenth (1/16) share underlying each right (without paying any additional consideration) upon consummation of the business combination. More specifically, the right holder will be required to indicate his, her or its election to convert the rights into underlying shares as well as to return the original rights certificates to us.
If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from our assets held outside of the trust account with respect to such rights, and the rights will expire worthless. Promptly upon the consummation of our initial business combination, we will direct registered holders of the rights to return their rights to our rights agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such right(s) the number of full Class A ordinary shares to which he, she or it is entitled. We will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation of such business combination and have been informed by the rights agent that the process of exchanging their rights for Class A ordinary shares should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is not intended to provide us with any means of avoiding our obligation to issue the shares underlying the rights upon consummation of our initial business combination. Other than confirming that the rights delivered by a registered holder are valid, we will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial business combination. Additionally, in no event will we be required to net cash settle the rights. Accordingly, the rights may expire worthless.
We will not issue any fractional shares upon conversions of the rights once the units separate, and no cash will be payable in lieu thereof. As a result, a holder must have 16 rights in order to receive one Class A ordinary shares at the closing of the initial business combination. In the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, we will reserve the option, to the fullest extent permitted by applicable law, to deal with any such fractional entitlement at the relevant time as we see fit, which would include the rounding down of any entitlement to receive Class A ordinary shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant rights, such that value received on exchange of the rights may be considered less than the value that the holder would otherwise expect to receive. All holders of rights shall be treated in the same manner with respect to the issuance of shares upon conversions of the rights.
We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the rights agreement will be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors — Our warrant agreement and rights 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 and rights, respectively, which could limit the ability of warrant or rights holders to obtain a favorable judicial forum for disputes with our company.”
The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each Class A ordinary share issuable in respect of the rights.
Dividends
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. If we increase the size of this offering, we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement units) upon the consummation of this offering. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Our Transfer Agent, Rights Agent and Warrant Agent
The transfer agent for our ordinary shares, rights agent for our rights 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, rights agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.
Certain Differences in Corporate Law
Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements. In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).
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 two-thirds in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.
Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.
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: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.
Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30-day period, within 20 days following the date on which such 30-day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.
Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at an annual general meeting, or extraordinary general meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:
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we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
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the shareholders have been fairly represented at the meeting in question;
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the arrangement is such as a businessman would reasonably approve; and
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the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”
If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.
Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.
Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an operating business.
Shareholders’ Suits. Ogier, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands court.
Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:
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a company is acting, or proposing to act, illegally or beyond the scope of its authority;
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the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or
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those who control the company are perpetrating a “fraud on the minority.”
A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.
Enforcement of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.
We have been advised by Ogier 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, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), 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:
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an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
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an exempted company’s register of members is not open to inspection;
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an exempted company does not have to hold an annual general meeting;
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an exempted company may issue shares with no par value;
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an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
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an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
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an exempted company may register as a limited duration company; and
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an exempted company may register as a segregated portfolio company.
“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
Our amended and restated memorandum and articles of association contain provisions designed to provide certain rights and protections relating to this offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution under Cayman Islands law. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either (i) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders entitled to vote and so voting at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Other than as described above, 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 who attend and vote at a general meeting of the company (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.
Our sponsor and its permitted transferees, if any, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (excluding the private placement shares underlying the private placement units and 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:
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If we have not completed our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law;
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Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 18 months from the closing of this offering (or 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of up to $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (y) amend the foregoing provisions;
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Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our 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 independent investment banking firm or another independent entity that commonly renders valuation opinions that such a business combination is fair to our company from a financial point of view;
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If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
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So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;
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If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or within 21 months from the closing of this offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and
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We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
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Our amended and restated memorandum and articles of association will provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and articles of association, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. Our amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum. The forum selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim.
In addition, our amended and restated memorandum and articles of association provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
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 which requires the approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares who attend and vote at a general meeting, or by way of unanimous written 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 provide 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 (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 (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.
Data Protection—Cayman Islands—Privacy Notice
This privacy notice explains the manner in which the Company collects, processes and maintains personal data about investors of the Company pursuant to the Data Protection Act (Revised) of the Cayman Islands, as amended from time to time and any regulations, codes of practice or orders promulgated pursuant thereto (the “DPA”).
The Company is committed to processing personal data in accordance with the DPA. In its use of personal data, the Company will be characterized under the DPA as a ‘data controller’, whilst certain of the Company’s service providers, affiliates and delegates may act as ‘data processors’ under the DPA. These service providers may process personal information for their own lawful purposes in connection with services provided to the Company.
By virtue of making an investment in the Company, the Company and certain of the Company’s service providers may collect, record, store, transfer and otherwise process personal data by which individuals may be directly or indirectly identified.
Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for the Company to perform a contract to which you are a party or for taking pre-contractual steps at your request (b) where the processing is necessary for compliance with any legal, tax or regulatory obligation to which the Company is subject or (c) where the processing is for the purposes of legitimate interests pursued by the Company or by a service provider to whom the data are disclosed. As a data controller, we will only use your personal data for the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.
We anticipate that we will share your personal data with the Company’s service providers for the purposes set out in this privacy notice. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g., to assist with detecting and preventing fraud, tax evasion and financial crime or compliance with a court order).
Your personal data shall not be held by the Company for longer than necessary with regard to the purposes of the data processing.
We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data. The Company 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.
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 to your investment into the Company, this will be relevant for those individuals and you should inform such individuals of the content.
You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils the Company’s obligation in this respect); (b) the right to obtain a copy of your personal data; (c) the right to require us to stop direct marketing; (d) the right to have inaccurate or incomplete personal data corrected; (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data; (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial); (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer or wish to transfer your personal data, general measures we take to ensure the security of personal data and any information available to us as to the source of your personal data; (h) the right to complain to the Office of the Ombudsman of the Cayman Islands; and (i) the right to require us to delete your personal data in some limited circumstances.
If you consider that your personal data has not been handled correctly, or you are not satisfied with the Company’s responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.
Certain Anti-takeover Provisions of our Amended and Restated Memorandum and Articles of Association
Our amended and restated memorandum and articles of association provide that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings.
Our authorized but unissued Class A ordinary shares and preference shares will be available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Class A ordinary shares and preference shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Securities Eligible for Future Sale
Immediately after this offering, we will have 22,000,000 Class A ordinary shares (or 25,300,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) issued and outstanding on an as-converted basis, which 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 (6,325,000 founder shares if the underwriters’ over-allotment option is not exercised and 5,500,000 founder shares if the underwriters’ over-allotment option is exercised in full) and all of the outstanding private placement units (734,000 private placement units if the underwriters’ over-allotment option is not exercised and 800,000 private placement units if the underwriters’ over-allotment option is exercised in full) will be restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.
Rule 144
Pursuant to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been
one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
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1% of the total number of ordinary shares then-outstanding, which will equal 282,340 shares immediately after this offering (or 324,250 shares if the underwriters exercises their over-allotment option in full); or
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the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
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the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
As a result, our sponsor will be able to sell its founder shares and private placement units, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.
Registration Rights
The holders of the founder shares, private placement units and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement units and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. 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. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares, private placement units, private placement shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. We refer to such transfer restrictions throughout this prospectus as the lock-up.
Listing of Securities
We have applied to have our units listed on Nasdaq under the symbol “GFGDU.” Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares, rights and warrants will be listed on Nasdaq under the symbols “GFGD,” “GFGDR” and “GFGDW” respectively. The units will automatically separate into their component parts and will not be traded following the completion of our initial business combination.
TAXATION
The following summary of certain Cayman Islands and U.S. federal income tax 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, rights 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, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.
No stamp duty is payable in respect of the issue of the warrants. An instrument of transfer in respect of a warrant is stampable if executed in or brought into the Cayman Islands.
No stamp duty is payable in respect of the issue of our Class A ordinary shares or on an instrument of transfer in respect of such shares.
The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands in the following form:
The Tax Concessions Act
(Revised)
Undertaking as to Tax Concessions
In accordance with the provision of Section 6 of The Tax Concessions Act (Revised), the Financial Secretary undertakes with The Growth for Good Acquisition Corporation (the “Company”):
1. That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and
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 Section 6(3) of the Tax Concessions Act (As Revised).
These concessions shall be for a period of 20 years from the 26th day of July 2021.
United States Federal Income Tax Considerations
General
The following discussion summarizes certain U.S. federal income tax considerations generally applicable to the acquisition, ownership and disposition of our units (each consisting of one ordinary share and one-half
of one redeemable warrant), other than private placement units, that are purchased in this offering by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below). This discussion does not address the U.S. federal income tax considerations generally applicable to the acquisition, ownership and disposition of private placement units and Class B ordinary shares.
This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our securities who are initial purchasers of a unit pursuant to this offering and hold the unit and each component of the unit as a capital asset within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion assumes that the ordinary shares and warrants will trade separately and that any distributions made (or deemed made) by us on our ordinary shares and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to the acquisition, ownership and disposition of a unit by a prospective investor in light of its particular circumstances, including:
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financial institutions or financial services entities;
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broker-dealers;
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taxpayers that are subject to the mark-to-market accounting rules;
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tax-exempt entities;
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governments or agencies or instrumentalities thereof;
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insurance companies;
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regulated investment companies;
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real estate investment trusts;
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controlled foreign corporations;
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passive foreign investment companies;
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expatriates or former long-term residents of the United States;
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persons that actually or constructively own five percent or more of our voting shares;
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persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
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persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;
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U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or
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our sponsor, initial shareholders, officers or directors.
The discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does not address any aspect of the alternative minimum tax, Medicare contribution tax laws, U.S. federal non-income tax laws, such as gift, estate, or state, local or non-U.S. tax laws.
We have not sought, and will not seek, a ruling from the IRS or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
As used herein, the term “U.S. Holder” means a beneficial owner of units, ordinary shares or warrants who or that is for U.S. federal income tax purposes: (1) an individual citizen or resident of the United States;
(2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.
If a beneficial owner of our securities is not described as a U.S. Holder and is not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.” The U.S. federal income tax consequences applicable specifically to Non-U.S. Holders are described below under the heading “Non-U.S. Holders.”
This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships holding our securities and partners in such partnerships are urged to consult their own tax advisors.
THIS DISCUSSION IS ONLY A SUMMARY OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.
General Treatment of a Unit
There is no statutory, administrative or judicial authority directly addressing the treatment, for U.S. federal income tax purposes, of securities with terms substantially the same as the units, and, therefore, that treatment is not entirely clear. For U.S. federal income tax purposes, we intend to treat the acquisition of a unit as the acquisition of one ordinary share and one-half of one redeemable warrant to acquire one ordinary share and, by purchasing a unit, you agree to adopt such treatment for U.S. federal income tax purposes. The foregoing treatment of our ordinary shares and warrants and a holder’s purchase price allocation (discussed below) are not binding on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each holder is advised to consult its own tax advisor regarding the risks associated with an investment in a unit (including alternative characterizations of a unit) and regarding an allocation of the purchase price among the ordinary share and the portion of a warrant that comprise a unit. The balance of this discussion generally assumes that the characterization of the units described above is respected for U.S. federal income tax purposes.
Each holder of a unit must allocate the purchase price paid by such holder for such unit between the ordinary share, the right and the portion of a warrant that comprise the unit based on their respective relative fair market values at the time of issuance. Under U.S. federal income tax law, each investor must make its own determination of such value based on all the relevant facts and circumstances. Therefore, we urge each investor to consult its own advisor regarding the determination of value for these purposes. A holder’s initial tax basis in the ordinary share, the right and the portion of a warrant included in each unit will equal the portion of the purchase price of the unit allocated thereto. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the ordinary share, the right and the portion of a warrant comprising the unit, and the amount realized on the disposition should be allocated between the ordinary share, the right and the portion of a warrant based on their respective relative fair market values at the time of disposition. The separation of the ordinary share, the right and the portion of a warrant comprising a unit should not be a taxable event for U.S. federal income tax purposes.
U.S. Holders
Taxation of Distributions
Subject to the PFIC rules discussed below, a U.S. Holder generally will be required to include in gross income as dividends the amount of any distribution paid on our ordinary shares. A distribution on such shares generally will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends paid by us will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations.
Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its 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 ordinary shares.
With respect to non-corporate U.S. Holders, dividends will be taxed at the lower applicable long-term capital gains rate (see “—Taxation on the Disposition of Ordinary Shares, Rights and Warrants” below) only if our ordinary shares are readily tradable on an established securities market in the United States (which they will be if our shares are traded on Nasdaq) and certain other requirements are met, including that we are not classified as a PFIC during the taxable year in which the dividend is paid or the preceding taxable year and that the U.S. Holder satisfies certain holding period requirements. It is unclear whether the redemption rights with respect to our ordinary shares prevent a U.S. Holder from satisfying the applicable holding period requirement. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for any dividends paid with respect to our ordinary shares.
Possible Constructive Distributions with Respect to Warrants
The terms of each warrant provide for an adjustment to the number of shares for which the warrant may be exercised or to the exercise price of the warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. However, the U.S. Holders of the warrants would be treated as receiving a constructive distribution from us if, for example, the adjustment increases the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of ordinary shares that would be obtained upon exercise) as a result of a distribution to the holders of our ordinary shares which is taxable to the holders of such ordinary shares as a dividend distribution. Such constructive distribution would be subject to tax as if the U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of such proportionate increased interest.
Taxation on the Disposition of Ordinary Shares, Rights and Warrants
Subject to the PFIC rules discussed below, upon a sale or other taxable disposition of our ordinary shares, rights or warrants (which would include a redemption that is treated as a sale of such securities, as described below, and including as a result of a dissolution and liquidation in the event we do not consummate an initial business combination within the required time period), a U.S. Holder generally will recognize capital gain or loss. The amount of gain or loss recognized generally will be equal to the difference between (1) the sum of the amount of cash and the fair market value of any property received in such disposition (or, if the ordinary shares, rights or warrants are held as part of units at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the ordinary shares, rights or warrants based upon the then fair market values of the ordinary shares, rights and the warrants included in the units) and (2) the U.S. Holder’s adjusted tax basis in its ordinary shares, rights or warrants so disposed of. A U.S. Holder’s adjusted tax basis in its ordinary shares, rights or warrants generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to an ordinary share, right or warrant, as described above under “—General Treatment of a Unit”) reduced by any prior distributions treated as a return of capital. See “—Exercise, Lapse or Redemption of a Warrant or Right” below for a discussion regarding a U.S. Holder’s basis in an ordinary share acquired pursuant to the exercise of a warrant.
Long-term capital gains recognized by non-corporate U.S. Holders are currently generally subject to U.S. federal income tax at a reduced rate of tax. Capital gain or loss will generally constitute long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares, rights or warrants exceeds
one year. It is unclear whether the redemption rights with respect to the ordinary shares described in this prospectus may prevent a U.S. Holder from satisfying the applicable holding period requirements for this purpose. 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. U.S. Holders should consult their own tax advisors regarding how these limitations may apply to them.
Redemption of Ordinary Shares
Subject to the PFIC rules discussed below, if a U.S. Holder’s ordinary shares are redeemed pursuant to the exercise of a redemption right or if we purchase a U.S. Holder’s ordinary shares in an open market transaction, for U.S. federal income tax purposes, such redemption will be subject to the following rules. If the redemption qualifies as a sale of the ordinary shares under Section 302 of the Code, the tax treatment of such redemption will be as described under “—Taxation on the Disposition of Ordinary Shares, Rights and Warrants” above. Whether a redemption of our shares qualifies for sale treatment will depend largely on the total number of our ordinary shares treated as held by such U.S. Holder (including any shares constructively owned as a result of, among other things, owning warrants). The redemption of ordinary shares generally will be treated as a sale or exchange of the ordinary shares (rather than as a distribution) if the receipt of cash upon the redemption (1) is “substantially disproportionate” with respect to a U.S. Holder, (2) results in a “complete termination” of such holder’s interest in us or (3) is “not essentially equivalent to a dividend” with respect to such holder. These tests are explained more fully below.
In determining whether any of the foregoing tests are satisfied, a U.S. Holder must take into account not only our ordinary shares actually owned by such holder, but also our ordinary shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition to our ordinary shares owned directly, ordinary shares owned by related individuals and entities in which such holder has an interest or that have an interest in such holder, as well as any ordinary shares such holder has a right to acquire by exercise of an option, which would generally include ordinary shares which could be acquired pursuant to the exercise of a right or a warrant. In order to meet the substantially disproportionate test, the percentage of our outstanding voting shares actually and constructively owned by a U.S. Holder immediately following the redemption of our ordinary shares must, among other requirements, be less than 80% of the percentage of our outstanding voting and ordinary shares actually and constructively owned by such holder immediately before the redemption. Prior to our initial business combination the ordinary shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (1) all of our ordinary shares actually and constructively owned by such U.S. Holder are redeemed or (2) all of our ordinary shares actually owned by such U.S. Holder are redeemed and such holder is eligible to waive, and effectively waives, in accordance with specific rules, the attribution of shares owned by family members and such holder does not constructively own any other shares. The redemption of the ordinary shares will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of a U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult with their own tax advisors as to the tax consequences of an exercise of the redemption right.
If none of the foregoing tests are satisfied, then the redemption may be treated as a distribution and the tax effects will be as described under “—Taxation of Distributions,” above. After the application of those rules, any remaining tax basis a U.S. Holder has in the redeemed ordinary shares will be added to the adjusted tax basis in such holder’s remaining ordinary shares. If there are no remaining ordinary shares, a U.S. Holder should consult its own tax advisors as to the allocation of any remaining basis.
U.S. Holders who actually or constructively own five percent (or, if ordinary shares are not then considered publicly traded, one percent) or more of our shares (by vote or value) may be subject to special reporting requirements with respect to a redemption of ordinary shares, and such holders should consult with their own tax advisors with respect to their reporting requirements.
Exercise, Lapse or Redemption of a Warrant or Right
Subject to the PFIC rules discussed below and except as discussed below with respect to the cashless exercise of a warrant or, possibly, the redemption of a warrant for ordinary shares, a U.S. Holder generally will not recognize gain or loss upon the exercise of a warrant for cash. An ordinary share acquired pursuant to the exercise of a warrant for cash generally will have a tax basis equal to the U.S. Holder’s tax basis in the warrant, increased by the amount paid to exercise the warrant. It is unclear whether a U.S. Holder’s holding period for the ordinary share will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period will not include the period during which the U.S. Holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant.
The tax consequences of a cashless exercise of a warrant are not clear under current U.S. federal income tax law. A cashless exercise may be tax-free, either because the exercise is not a realization event or, if it is treated as a realization event, because the exercise is treated as a “recapitalization” for U.S. federal income tax purposes. In either tax-free situation, a U.S. Holder’s tax basis in the ordinary shares received generally would equal the U.S. Holder’s tax basis in the warrants. If the cashless exercise was not a realization event, it is unclear whether a U.S. Holder’s holding period for the ordinary shares would be treated as commencing on the date of exercise of the warrant or the day following the date of exercise of the warrant. If the cashless exercise were treated as a recapitalization, the holding period of the ordinary shares would include the holding period of the warrants.
It is also possible that a cashless exercise could be treated as a taxable exchange in which gain or loss would be recognized. For example, a portion of the warrants to be exercised on a cashless basis could, for U.S. federal income tax purposes, be deemed to have been surrendered in payment of the exercise price of the remaining portion of such warrants, which would be deemed to be exercised. In such event, a U.S. Holder could be deemed to have surrendered warrants with an aggregate fair market value equal to the exercise price for the total number of warrants deemed exercised. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the warrants deemed surrendered and the U.S. Holder’s tax basis in such warrants. In this case, a U.S. Holder’s tax basis in the ordinary shares received would equal the sum of the U.S. Holder’s initial investment in the warrants deemed exercised (i.e., the portion of the U.S. Holder’s purchase price for the units that is allocated to such warrants, as described above under “—General Treatment of a Unit”) and the exercise price of such warrants. If we provide notice that we will redeem warrants for $0.01 as described in the section of this prospectus entitled “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of public warrants,” and a U.S. Holder exercises its warrants on a cashless basis and receives the amount of Class A ordinary shares as determined by reference to the formula set forth therein, it is also possible that such cashless exercise could be characterized as a redemption of warrants for Class A ordinary shares for tax purposes in a taxable exchange in which gain or loss would be recognized with respect to all of the warrants so exercised. It is unclear whether a U.S. Holder’s holding period for the ordinary shares would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant.
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.
While not free from doubt, if we give notice of an intention to redeem warrants as described in the section titled “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of public warrants” and a U.S. Holder exercises its warrant on a cashless basis and receives the amount of ordinary shares as determined thereunder, we intend to treat such exercise as a redemption of warrants for ordinary shares for U.S. federal income tax purposes. While not free from doubt, we intend to treat such redemption as a “recapitalization” for U.S. federal income tax purposes. Accordingly, subject to the PFIC rules described below, a U.S. Holder should not recognize any gain or loss on the redemption of warrants for ordinary shares. In such event, a U.S. Holder’s aggregate tax basis in the ordinary shares received in the redemption generally should equal the U.S. Holder’s aggregate tax basis in the warrants redeemed and the holding period for the ordinary shares received should include the U.S. Holder’s holding period for the surrendered warrants. However, there is some uncertainty regarding this tax treatment and it is possible such
a redemption could be treated in part as a taxable exchange in which gain or loss would be recognized in a manner similar to that discussed above for a cashless exercise of warrants. Accordingly, a U.S. Holder is urged to consult its tax advisor regarding the tax consequences of a redemption of warrants for ordinary shares.
Subject to the PFIC rules described below, if we redeem warrants for cash pursuant to the redemption provisions described in the section of this prospectus titled “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of public warrants” or if we purchase warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under “—Taxation on the Disposition of Ordinary Shares, Rights and Warrants.” However, if the redemption were instead to be characterized for U.S. federal income tax purposes as an exercise of the warrant (which we do not expect), then the tax treatment would instead be treated as described above in the first paragraph under “U.S. Holders—Exercise, Lapse or Redemption of a Warrant or Right.”
Passive Foreign Investment Company Rules
A foreign (i.e., non-U.S.) corporation will be a PFIC for U.S. federal income tax purposes if 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. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, 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 dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
Because we are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies to the IRS that it will not be a PFIC for either of the two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after the close of our current taxable year and, possibly, after the close of our two subsequent taxable years. After the acquisition of a company or assets in a business combination, we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as well as the passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, 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 future taxable year, however, will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our ordinary shares rights, or warrants and, in the case of our ordinary shares, the U.S. Holder did not make either a timely qualified electing fund (“QEF”) election or a mark-to-market election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) ordinary shares, as described below, such holder generally will be subject to special rules with respect to:
•
any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares or warrants; and
•
any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the ordinary shares).
Under these rules,
•
the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares and warrants;
•
the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
•
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
•
the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.
In general, if we are determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect of our ordinary shares by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends.
A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. A U.S. Holder may not make a QEF election with respect to its warrants to acquire our ordinary shares and likely may not be able to make a QEF election with respect to its rights to acquire our ordinary shares. As a result, if a U.S. Holder sells or otherwise disposes of such rights or warrants (other than upon exercise of such rights or warrants), any gain recognized generally may be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the U.S. Holder held the rights or warrants. If a U.S. Holder that exercises such rights or warrants properly makes a QEF election with respect to the newly acquired ordinary shares (or has previously made a QEF election with respect to our ordinary shares), the QEF election will apply to the newly acquired ordinary shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired ordinary shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the rights or warrants), unless the U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in the ordinary shares acquired upon the exercise of the warrants for purposes of the PFIC rules.
The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC Annual Information Statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC Annual Information Statement from us. If we determine we are a PFIC for any taxable year prior to the time we effect a business combination, we currently intend to endeavor to provide to a U.S. Holder, upon written request, such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or that the required information will be provided.
If a U.S. Holder has made a QEF election with respect to our ordinary shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our ordinary shares generally will be taxable as capital gain and no interest charge will be imposed under the PFIC rules. As discussed above, U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such U.S. Holders. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules.
Although a determination as to our PFIC status will be made annually, an initial determination that our company is a PFIC will generally apply for subsequent years to a U.S. Holder who held ordinary shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) our ordinary shares, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such U.S. Holder will not be subject to the QEF inclusion regime with respect of such shares for any taxable year of us that ends within or with a taxable year of the U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the U.S. Holder holds (or is deemed to hold) our ordinary shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.
Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) ordinary shares in us and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect of its ordinary shares. Instead, in general, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its ordinary shares at the end of its taxable year over the adjusted basis in its ordinary shares. Such a U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its ordinary shares over the fair market value of its ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). Such U.S. Holder’s basis in its 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 the ordinary shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to our rights or 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 SEC, including Nasdaq, 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. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect of our ordinary shares under their particular circumstances.
If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8261 (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 very complex, are unclear in certain respects, and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of our ordinary shares or warrants should consult their own tax advisors concerning the application of the PFIC rules to our ordinary shares or warrants under their particular circumstances.
Tax Reporting
Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to us. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such U.S. Holder’s investment in “specified foreign financial assets,” which may include an interest in us, on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties. Potential investors are urged to consult their tax advisers regarding the foreign financial asset and other reporting obligations and their application to an investment in our securities.
Non-U.S. Holders
Dividends (including constructive distributions that are treated as dividends) paid or deemed paid to a Non-U.S. Holder in respect of its ordinary shares generally will not be subject to U.S. federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States).
In addition, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of our ordinary shares, rights and warrants (including a redemption or cashless exercise of warrants to the extent such disposition may otherwise be treated as taxable) 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) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of sale or other disposition and certain other conditions are met (in which case, such gain from United States sources generally is subject to tax at a 30% rate or a lower applicable tax treaty rate).
Dividends (including constructive distributions treated as dividends) and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
The U.S. federal income tax characterization of the redemption of a Non-U.S. Holder’s ordinary shares generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s ordinary shares, as described under “U.S. Holders—Redemption of Ordinary Shares” above, and the consequences of the redemption to the Non-U.S. Holder will be as described above under this heading “Non-U.S. Holders” based on such characterization.
The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a warrant or right, the lapse of a warrant or right held by a Non-U.S. Holder or the redemption of a warrant or right held by a Non-U.S. Holder generally will correspond to the U.S. federal income tax treatment of the exercise, lapse or redemption of a warrant or right by a U.S. Holder, as described under “U.S. Holders—Exercise, Lapse or Redemption of a Warrant or Right” above, although to the extent a cashless exercise results in a taxable
exchange, the consequences would be similar to those described in the preceding paragraphs above for a Non-U.S. Holder’s gain on the sale or other disposition of our ordinary shares and warrants.
The terms of each warrant provide for an adjustment to the number of shares for which the warrant may be exercised or to the exercise price of the warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. However, the Non-U.S. Holders of the warrants would be treated as receiving a constructive distribution from us if, for example, the adjustment increases the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of ordinary shares that would be obtained upon exercise) as a result of a distribution of cash to the holders of our ordinary shares which is taxable to the holders of such ordinary shares as a distribution. Such constructive distribution would be subject to tax as if the Non-U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of such increased interest.
Information Reporting and Backup Withholding
Distributions with respect to our securities and proceeds from the sale, exchange or redemption of our securities 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. 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.
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement dated , 2021 we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC and Barclays Capital Inc. are acting as representatives, the following respective numbers of units:
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Underwriter
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|
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Number of
Units
|
|
|
Credit Suisse Securities (USA) LLC
|
|
|
|
|
|
|
|
|
Barclays Capital Inc.
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
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22,000,000
|
|
|
The underwriting agreement provides that the underwriters are obligated to purchase all the units in this offering if any are purchased, other than those units covered by the over-allotment option described below.
We have granted to the underwriters a 45-day option from the date of this prospectus to purchase on a pro rata basis up to 3,300,000 additional units at the initial public offering price, less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of units.
The underwriters propose to offer the units initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per unit.
The following table summarizes the compensation and estimated expenses we will pay:
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|
|
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Per Unit(1)
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|
|
Total(1)
|
|
|
|
Without
Over-Allotment
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|
|
With
Over-Allotment
|
|
|
Without
Over-Allotment
|
|
|
With
Over-Allotment
|
|
|
Underwriting Discounts and Commissions paid by us
|
|
|
|
$
|
0.55
|
|
|
|
|
$
|
0.55
|
|
|
|
|
$
|
12,100,000
|
|
|
|
|
$
|
13,915,000
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|
|
(1)
Includes $0.35 per unit, or $7,700,000 (or $8,855,000 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 shares of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus.
We estimate that our out-of-pocket expenses for this offering will be approximately $650,000. 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 and they will not, subject to certain exceptions, for a period of 180 days after the date of this prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, the SEC a registration statement under the Securities Act relating to any units, shares of ordinary shares, founder shares, rights, warrants or any securities convertible into, or exercisable, or exchangeable for, any units, ordinary shares, founder shares, or warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any units, shares of ordinary shares, founder shares, or warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of units or such other securities, in cash or otherwise, without the prior written consent of Credit Suisse Securities (USA) LLC and Barclays Capital Inc., except, in each case, that we may (1) issue and sell the private placement units; (2) issue and sell the additional units to cover our underwriters’
over-allotment option (if any); (3) register with the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the founder shares, the private placement units and warrants that may be issued upon conversion of working capital loans (and any shares of Class A ordinary shares underlying the rights, the Class A ordinary shares issued or issuable upon exercise of any private placement units or warrants issued upon conversion of the working capital loans and upon conversion of 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 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 applicable to the initial shareholders with respect to such founder shares 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 of the transfer). Credit Suisse Securities (USA) LLC and Barclays Capital Inc. in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.
Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their shares of Class A ordinary shares for cash, securities or other property (except as described herein under “Principal Shareholders—Transfers of Founder Shares and Private Placement Units”). 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 units, private placement shares and the private placement warrants (including the shares 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 Units”).
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 “GFGDU” and, once the Class A ordinary shares, rights and warrants begin separate trading, to have our Class A ordinary shares, rights and warrants listed on Nasdaq under the symbols “GFGD,” “GFGDR” and “GFRDW,” respectively.
Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the units was determined by negotiations between us and the 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, rights and/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, rights or warrants will develop and continue after this offering.
If we do not complete our initial business combination within the time period required by our amended and restated certificate of incorporation, the trustee and the underwriters have agreed that: (1) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account; and (2) the deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon (which interest shall be net of taxes payable) to the public shareholders.
In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.
•
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
•
Over-allotment involves sales by the underwriters of units in excess of the number of units the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriters is not greater than the number of units that they may purchase in the over-allotment option. In a naked short position, the number of units involved is greater than the number of units in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing units in the open market.
•
Syndicate covering transactions involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of units to close out the short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. If the underwriters sell more units than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering.
•
Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our units or preventing or retarding a decline in the market price of the units. As a result, the price of our units may be higher than the price that might otherwise exist in the open market. These transactions may be effected on Nasdaq or otherwise and, if commenced, may be discontinued at any time.
We are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do so. However, any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters and no fees for such services will be paid to any of the underwriters prior to the date that is 60 days from the date of this prospectus, unless such payment would not be deemed underwriters’ compensation in connection with this offering. We may pay the underwriters of this offering or any entity with which they are affiliated, a finder’s fee or other compensation for services rendered to us in connection with the completion of a business combination. Any fees we may pay the underwriters or their affiliates for services rendered to us after this offering may be contingent on the completion of a business combination and may include non-cash compensation. The underwriters or their affiliates that provide these services to us may have a potential conflict of interest given that the underwriters are entitled to the deferred portion of their underwriting compensation for this offering only if an initial business combination is completed within the specified timeframe. Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our units. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be discontinued at any time.
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
In relation to each member state of the European Economic Area (each a “Relevant State”), no units have been offered or will be offered 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:
•
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
•
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or
•
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of units shall require us or the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to any units in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any units to be offered so as to enable an investor to decide to purchase or subscribe for any units, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
We have not authorized and do not authorize the making of any offer of units through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the units as contemplated in this prospectus. Accordingly, no purchaser of the units, other than the underwriters, is authorized to make any further offer of the units on behalf of us or the underwriters.
Notice to Prospective Investors in the United Kingdom
In relation to the United Kingdom, no units have been offered or will be offered pursuant to the public in the United Kingdom prior to the publication of a prospectus in relation to the units which has been
approved by the Financial Conduct Authority in accordance with the UK Prospectus Regulation, except that it may make an offer to the public in the United Kingdom of any units at any time under the following exemptions under the UK Prospectus Regulation:
•
to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;
•
to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or
•
in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation,
provided that no such offer of the units shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
In the United Kingdom, the offering to the public is only addressed to, and is directed only at, “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation, who are also (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons being referred to as “relevant persons”). This document must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
For the purposes of this provision, the expression an “offer to the public” in relation to the units in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any units to be offered so as to enable an investor to decide to purchase or subscribe for any units, and the expression “UK Prospectus Regulation” means the UK version of Regulation (EU) No 2017/1129 as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the units 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 units without disclosure to investors under Chapter 6D of the Corporations Act.
The units 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.
Further, any shares issued on conversion of the warrants included in the notes must not be offered for sale in Australia in the period of 12 months after the date of issue of those shares 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 units or underlying 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 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 units to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the units offered should conduct their own due diligence on the units. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.
Notice to Prospective Investors in Switzerland
The units may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the units or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering or marketing material relating to the offering, the Company, the units have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of units will not be supervised by, the Swiss Financial Market Supervisory Authority (“FINMA”), and the offer of units has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of units.
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, the underwriters have represented that they have not engaged and have agreed that they 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 in France
The units are being issued and sold outside the Republic of France and that, in connection with their initial distribution, it has not offered or sold and will not offer or sell, directly or indirectly, any units to the public in the Republic of France, and that it has not distributed and will not distribute or cause to be distributed to the public in the Republic of France this prospectus or any other offering material relating to the units, and that such offers, sales and distributions have been and will be made in the Republic of France only to qualified investors (investisseurs qualifiés) in accordance with Article L.411-2 of the Monetary and Financial Code and decrét no. 98-880 dated October 1, 1998.
Notice to Residents of the Netherlands
Our units may not be offered, sold, transferred or delivered in or from the Netherlands as part of their initial distribution or at any time thereafter, directly or indirectly, other than to, individuals or legal entities situated in The Netherlands who or which trade or invest in securities in the conduct of a business or profession (which includes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds, collective investment institution, central governments, large international and supranational organizations, other institutional investors and other parties, including treasury departments of commercial enterprises, which as an ancillary activity regularly invest in securities; hereinafter, “Professional Investors”); provided that in the offer, prospectus and in any other documents or advertisements in which a forthcoming offering of our units is publicly announced (whether electronically or otherwise) in The Netherlands it is stated that such offer is and will be exclusively made to such Professional Investors. Individual or legal entities who are not Professional Investors may not participate in the offering of our units, and this prospectus or any other offering material relating to our units may not be considered an offer or the prospect of an offer to sell or exchange our units.
Notice to Residents in Hong Kong
The underwriters and each of their affiliates have not (1) offered or sold, and will not offer or sell, in Hong Kong, by means of any document, our units other than (A) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance or (B) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32 of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance or (2) issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere any advertisement, invitation or document relating to our units which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to our securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.
Notice to Residents in Singapore
This prospectus or any other offering material relating to our units has not been and will not be registered as a prospectus with the Monetary Authority of Singapore, and the units will be offered in Singapore pursuant to exemptions under Section 274 and Section 275 of the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”). Accordingly our units may not be offered or sold, or be the subject of an invitation for subscription or purchase, nor may this prospectus or any other offering material relating to our units be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor or other person specified in Section 274 of the Securities and Futures Act, (b) to a sophisticated investor, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the units are (A) prescribed capital markets products (as defined in the CMP Regulations 2018) and (B) 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 Recommendations on Investment Products).
Notice to Residents in Japan
The units and underlying shares of Class A ordinary shares, rights and warrants have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of
any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” will mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.
Notice to Canadian Residents
Resale Restrictions
The distribution of units in Canada is being made only on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any resale of the units in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.
Representations of Canadian Purchasers
By purchasing units in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:
•
the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus Exemptions or Section 73.3 of the Securities Act (Ontario), as applicable;
•
the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations;
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where required by law, the purchaser is purchasing as principal and not as agent; and
•
the purchaser has reviewed the text above under Resale Restrictions.
Conflicts of Interest
Canadian purchasers are hereby notified that the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105—Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.
Statutory Rights of Action
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Enforcement of Legal Rights
All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
Taxation and Eligibility for Investment
Canadian purchasers of units should consult their own legal and tax advisors with respect to the tax consequences of an investment in the units in their particular circumstances and about the eligibility of the units for investment by the purchaser under relevant Canadian legislation.
LEGAL MATTERS
Latham & Watkins LLP will pass upon the validity of the securities offered in this prospectus with respect to units and warrants. Ogier 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, Paul Hastings LLP advised the underwriters in connection with the offering of the securities.
EXPERTS
The financial statements of The Growth for Good Acquisition Corporation as of July 15, 2021, and for the period from July 2, 2021 (inception) through July 15, 2021, appearing in this prospectus have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov.
THE GROWTH FOR GOOD ACQUISITION CORPORATION
INDEX TO FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm
To the Shareholder and the Board of Directors of
The Growth for Good Acquisition Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheet of The Growth for Good Acquisition Corporation (the “Company”) as of July 15, 2021, the related statements of operations, changes in shareholder’s equity and cash flows for the period from July 2, 2021 (inception) through July 15, 2021, 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 July 15, 2021, and the results of its operations and its cash flows for the period from July 2, 2021 (inception) through July 15, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2021.
New York, New York
August 17, 2021
THE GROWTH FOR GOOD ACQUISITION CORPORATION
BALANCE SHEETS
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September 30,
2021
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July 15,
2021
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(Unaudited)
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(Audited)
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Assets
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Deferred offering costs
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$
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275,481
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$
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60,000
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Total assets
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$
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275,481
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$
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60,000
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Liabilities and Shareholder’s Equity
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Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued offering costs
|
|
|
|
$
|
173,954
|
|
|
|
|
$
|
20,000
|
|
|
|
Accrued expenses
|
|
|
|
|
5,500
|
|
|
|
|
|
5,500
|
|
|
|
Promissory note – related party
|
|
|
|
|
76,527
|
|
|
|
|
|
15,000
|
|
|
|
Total current liabilities
|
|
|
|
|
255,981
|
|
|
|
|
|
40,500
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder’s Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; none
issued and outstanding
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,325,000 issued and outstanding(1)
|
|
|
|
|
633
|
|
|
|
|
|
633
|
|
|
|
Additional paid-in capital
|
|
|
|
|
24,367
|
|
|
|
|
|
24,367
|
|
|
|
Accumulated deficit
|
|
|
|
|
(5,500)
|
|
|
|
|
|
(5,500)
|
|
|
|
Total shareholder’s equity
|
|
|
|
|
19,500
|
|
|
|
|
|
19,500
|
|
|
|
Total Liabilities and Shareholder’s Equity
|
|
|
|
$
|
275,481
|
|
|
|
|
$
|
60,000
|
|
|
(1)
Includes up to 825,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 4 and 6).
The accompanying notes are an integral part of the financial statements.
THE GROWTH FOR GOOD ACQUISITION CORPORATION
STATEMENTS OF OPERATIONS
|
|
|
|
For the Period from July 2, 2021
(Inception) Through
|
|
|
|
|
|
September 30,
2021
|
|
|
July 15,
2021
|
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
Formation costs
|
|
|
|
$
|
5,500
|
|
|
|
|
$
|
5,500
|
|
|
|
Net loss
|
|
|
|
$
|
(5,500)
|
|
|
|
|
$
|
(5,500)
|
|
|
|
Weighted average ordinary shares outstanding, basic and diluted(1)
|
|
|
|
|
5,500,000
|
|
|
|
|
|
5,500,000
|
|
|
|
Basic and diluted net loss per ordinary share
|
|
|
|
$
|
(0.00)
|
|
|
|
|
$
|
(0.00)
|
|
|
(1)
Excludes up to 825,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 4 and 6).
The accompanying notes are an integral part of the financial statements.
THE GROWTH FOR GOOD ACQUISITION CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
FOR THE PERIOD FROM JULY 2, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021
|
|
|
|
Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Shareholder’s
Equity
|
|
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Additional
Paid-in Capital
|
|
|
Accumulated
Deficit
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Balance at July 2, 2021 (inception)
|
|
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
Issuance of Class B ordinary shares to Sponsor(1)
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
6,325,000
|
|
|
|
|
|
633
|
|
|
|
|
|
24,367
|
|
|
|
|
|
—
|
|
|
|
|
|
25,000
|
|
|
|
Net loss
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(5,500)
|
|
|
|
|
|
(5,500)
|
|
|
|
Balance at July 15, 2021 (audited)
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
6,325,000
|
|
|
|
|
|
633
|
|
|
|
|
|
24,367
|
|
|
|
|
|
(5,500)
|
|
|
|
|
|
19,500
|
|
|
|
Net loss
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Balance at September 30, 2021
|
|
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|
6,325,000
|
|
|
|
|
$
|
633
|
|
|
|
|
$
|
24,367
|
|
|
|
|
$
|
(5,500)
|
|
|
|
|
$
|
19,500
|
|
|
(1)
Includes up to 825,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 4 and 6).
The accompanying notes are an integral part of the financial statements.
THE GROWTH FOR GOOD ACQUISITION CORPORATION
STATEMENTS OF CASH FLOWS
|
|
|
|
For the Period from July 2, 2021
(Inception) Through
|
|
|
|
|
|
September 30,
2021
|
|
|
July 15,
2021
|
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
Net loss
|
|
|
|
$
|
(5,500)
|
|
|
|
|
$
|
(5,500)
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
|
|
|
5,500
|
|
|
|
|
|
5,500
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Net change in cash
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Cash – beginning of period
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Cash – end of period
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
|
|
|
|
$
|
25,000
|
|
|
|
|
$
|
25,000
|
|
|
|
Deferred offering costs included in promissory note – related party
|
|
|
|
$
|
76,528
|
|
|
|
|
$
|
15,000
|
|
|
|
Deferred offering costs included in accrued offering costs
|
|
|
|
$
|
173,954
|
|
|
|
|
$
|
20,000
|
|
|
The accompanying notes are an integral part of the financial statements.
THE GROWTH FOR GOOD ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1—Description of Organization and Business Operations
The Growth for Good Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on July 2, 2021. The Company was formed 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”).
As of September 30, 2021, the Company had not commenced any operations. All activity for the period from July 2, 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 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 G4G 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 (the “Proposed Public Offering”) of 22,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 25,300,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 734,000 units (or 800,000 units if the underwriters’ over-allotment option is exercised in full) (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended(the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Units, will be held in a trust account (the “Trust Account”), located in the United States, and invested only in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company will provide the holders of its Class A ordinary shares (the “Public Shareholders”), sold in the Proposed Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of the 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 the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in the 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.
Notwithstanding the foregoing, the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) will provide that a
THE GROWTH FOR GOOD ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 1—Description of Organization and Business Operations (Continued)
Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Proposed Public Offering, without the prior consent of the Company.
The Company’s Sponsor, executive officers, directors and director nominees (the “initial shareholders”) have agreed that they will not propose any amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Proposed Public Offering (or within 21 months from the closing of the Proposed Public Offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.
If the Company has not completed the initial Business Combination within 18 months from the closing of the Proposed Public Offering (or within 21 months from the closing of the Proposed Public Offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The underwriters have agreed to waive their right to their deferred underwriting commission held in the Trust Account in the event the Company does not consummate an initial Business Combination within 18 months from the closing of the Proposed Public Offering (or within 21 months from the closing of the Proposed Public Offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total of $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) into the trust account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party for services rendered or products sold to the Company (other than the independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share
THE GROWTH FOR GOOD ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 1—Description of Organization and Business Operations (Continued)
held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2—Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.
Liquidity and Capital Resources
The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the issuance of these financial statements. Operating results for the period from July 2, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected for the period ended December 31, 2021, or for any future period.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage
THE GROWTH FOR GOOD ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 2—Summary of Significant Accounting Policies (Continued)
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Net Loss Per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average ordinary shares were reduced for the effect of an aggregate of 825,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 4 and 6). As of 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 ordinary share is the same as basic loss per ordinary 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 the FASB ASC 820, Fair Value Measurements and Disclosures approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Deferred Offering Costs Associated with the Proposed Public Offering
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering. Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the
THE GROWTH FOR GOOD ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 2—Summary of Significant Accounting Policies (Continued)
Proposed Public Offering. Offering costs are charged to temporary equity or permanent equity based upon the relative fair value of the separable financial instruments to the proceeds received from the Units sold upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
Income Taxes
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 July 15, 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. No amounts were accrued for the payment of interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
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 unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
Other than as described above, Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company’s financial statements.
Note 3—Proposed Public Offering
Pursuant to the Proposed Public Offering, the Company intends to offer for sale 22,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, one right and one-half of one redeemable warrant (“Public Warrant”). Each right entitles the holder thereof to receive one-sixteenth (1/16) of one Class A ordinary share upon the consummation a Business Combination (see Note 6). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).
Note 4—Related Party Transactions
Founder Shares
On July 15, 2021, the Sponsor paid $25,000 to cover certain offering costs on behalf of the Company in exchange for issuance of 6,325,000 Class B ordinary shares (the “Founder Shares”). Up to 825,000 Founder
THE GROWTH FOR GOOD ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 4—Related Party Transactions (Continued)
Shares are subject to forfeiture by the Company’s Sponsor, depending on the extent to which the underwriters’ over-allotment option is exercised. 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 20% of the Company’s issued and outstanding shares, excluding the Private Placement Shares (as defined below), after the Proposed Public Offering.
The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell (i) any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A 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 initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Private Placement Units
The Sponsor has agreed to purchase an aggregate of 734,000 Private Placement Units (or 800,000 Private Placement Units if the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per Private Placement Unit ($7,340,000 in the aggregate, or $8,000,000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Share”) and one-half of one warrant (“Private Placement Warrant”). The Private Placement Units are identical to the units sold in the Proposed Public Offering, except that the Private Placement Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis. If the Company does not complete the initial Business Combination within 18 months from the closing of the Proposed Public Offering (or within 21 months from the closing of the Proposed Public Offering at the election of the Company, subject to satisfaction of certain conditions, including the deposit of up to $2,200,000 or $2,530,000 if the underwriters’ over-allotment option is exercised in full ($0.01 per Unit in either case), the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Units will expire worthless (see Note 6).
The proceeds from the Private Placement Units will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Units will expire worthless. None of the private placement warrants will be redeemable by the Company so long as they are held by the Company’s sponsor or its permitted transferees.
Promissory Note—Related Party
On July 15, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2022 or the completion of the Proposed Public Offering. As of September 30, 2021 and July 15, 2021, the Company had borrowed $76,527 and $15,000 under the Promissory Note, respectively.
Related Party 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 officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the
THE GROWTH FOR GOOD ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 4—Related Party Transactions (Continued)
Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans.
Note 5—Commitments and Contingencies
Registration and Shareholder Rights
The holders of the Founder Shares, Private Placement Units and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Business Combinations and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Business Combinations and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company will grant the underwriters a 45-day option from the final prospectus relating to the Proposed Public Offering to purchase up to 3,300,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions.
The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $4,400,000 in the aggregate (or $5,060,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per unit, or $7,700,000 in the aggregate (or approximately $8,855,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Note 6—Shareholder’s Equity
Preference Shares—The Company is authorized to issue 1,000,000 preference shares 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 and July 15, 2021, there were no preference shares issued or outstanding.
Class A Ordinary Shares—The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2021 and July 15, 2021, there were no Class A ordinary shares issued or outstanding.
Class B Ordinary Shares—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On July 15, 2021, the Company issued 6,325,000 Class B ordinary shares to the Sponsor. As of September 30, 2021 and July 15, 2021 there were 6,325,000 Class B ordinary shares issued and outstanding. Of the 6,325,000 shares outstanding, up to 825,000 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that
THE GROWTH FOR GOOD ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 6—Shareholder’s Equity (Continued)
the initial shareholders will collectively own approximately 20% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Units) (See Note 4).
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders.
The Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares underlying the Private Placement Units) upon completion of the Proposed Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units and Business Combinations issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
Warrants—As of September 30, 2021 and July 15, 2021, there were no Public Warrants or Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an initial Business Combination or (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the public warrant agreement. Notwithstanding the foregoing, if the Company’s ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an initial Business Combination or earlier upon the Company’s redemption or liquidation.
The Company may redeem the Public Warrants:
•
in whole and not in part;
•
at a price of $0.01 per warrant;
THE GROWTH FOR GOOD ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 6—Shareholder’s Equity (Continued)
•
upon not less than 30 days’ prior written notice of redemption to each warrant holder;
•
if, and only if, the last reported closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders; and
•
if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the 30-day trading period referred to above.
If the Company calls the Public Warrants for redemption as described above, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis.”
The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of shares of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable and will be exercisable at the election of the holder on a “cashless basis.”
Neither the Private Placement Warrants nor Public Warrants contain any provisions that change dependent upon the characteristics of the holder of the warrant.
Rights
Each right represents the right to receive one-sixteenth (1/16) of one Class A ordinary share upon the consummation of the initial business combination, so each holder of 16 rights will receive one Class A ordinary share upon consummation of the initial Business Combination, whether or not the Company will be the surviving entity and even if the holder of such right redeemed all Class A ordinary shares held in connection with the initial Business Combination. No fractional shares will be issued upon conversion of any rights, so holders must hold rights in denominations of 16 in order to receive a Class A ordinary share at the closing of the initial Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive the additional Class A ordinary shares upon consummation of the initial Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Proposed Public Offering. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).
If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis, and each holder of a right will be required to affirmatively convert their rights in order to receive the one-sixteenth (1/16) share underlying each right (without paying any additional consideration) upon consummation of the Business Combination.
THE GROWTH FOR GOOD ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 6—Shareholder’s Equity (Continued)
If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.
The Company will not issue any fractional shares upon conversions of the rights once the Units separate, and no cash will be payable in lieu thereof. As a result, a holder must have 16 rights in order to receive one Class A ordinary shares at the closing of the initial Business Combination. In the event that any holder would otherwise be entitled to any fractional share upon exchange of rights, the Company will reserve the option, to the fullest extent permitted by applicable law, to deal with any such fractional entitlement at the relevant time as the Company sees fit.
Note 7—Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
22,000,000 Units
The Growth for Good Acquisition Corporation
PRELIMINARY PROSPECTUS
, 2021
Credit SuisseBarclays
Until , 2021, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
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Legal fees and expenses
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$
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330,000
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Accounting fees and expenses
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80,000
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Printing and engraving expenses
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30,000
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Travel and road show
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25,000
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SEC/FINRA Expenses
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66,052
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Nasdaq listing and filing fees
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75,000
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Miscellaneous
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43,948
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Total
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$
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650,000
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(1)
This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes an initial business combination.
Item 14. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our 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 will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 15. Recent Sales of Unregistered Securities.
On July 15, 2021, G4G Sponsor LLC, our sponsor, paid $25,000 to cover certain expenses on behalf us in exchange for issuance of an aggregate of 6,325,000 Class B ordinary shares (the “founder shares”) or approximately $0.004 per share, which were issued to the sponsor on July 15, 2021. 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 25,300,000 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 825,000 of these shares will be subject to forfeiture depending on the extent to which the underwriters’ over-allotment is exercised or reduced.
Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as the company’s sponsor in connection with this offering. The limited liability company agreement of our sponsor provides that its membership interests may only be transferred to our officers or directors or other persons affiliated with our sponsor, or in connection with estate planning transfers.
Our sponsor has committed, pursuant to a written agreement, to purchase from us an aggregate of 734,000 private placement units (or 800, 000 private placement units if the underwriters’ over-allotment option is exercised in full) at $10.00 per unit (for an aggregate purchase price of $734,000,000 (or $8,000,000 if the underwriters’ over-allotment option is exercised in full)), subject to adjustment. This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Item 16. Exhibits and Financial Statement Schedules.
(a)
Exhibits. The following exhibits are being filed herewith:
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Exhibit
No.
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Description
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1.1*
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3.1*
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3.2*
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4.1*
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4.2*
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4.3*
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4.4*
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4.5*
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4.6*
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4.7*
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5.1*
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5.2*
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10.1*
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10.2*
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10.3*
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10.4*
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10.5*
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10.6*
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10.7*
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Exhibit
No.
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Description
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10.8*
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23.1*
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23.2*
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23.3*
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24.1*
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99.1*
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99.2*
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99.3*
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*
Filed herewith.
(b)
Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.
Item 17. Undertakings.
(a)
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(c)
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(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 the City of New York, State of New York, on the 24th day of November, 2021.
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THE GROWTH FOR GOOD ACQUISITION
CORPORATION
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By:
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/s/ Yana Watson Kakar
Name: Yana Watson Kakar
Title: Chief Executive Officer
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Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Yana Watson Kakar, David Birnbaum and Rahul Kakar as his or her true and lawful attorney-in- fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign an and all amendments including post-effective amendments to this registration statement and any and all registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact or his or her substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Name
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Position
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Date
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/s/ Yana Watson Kakar
Yana Watson Kakar
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Director and Chief Executive Officer
(Principal Executive Officer)
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November 24, 2021
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/s/ David Birnbaum
David Birnbaum
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President
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November 24, 2021
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/s/ Rahul Kakar
Rahul Kakar
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Chief Financial Officer and Chief Operations Officer
(Principal Financial and Accounting Officer)
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November 24, 2021
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Exhibit 1.1
22,000,000 Units
The Growth for Good Acquisition Corporation
UNDERWRITING AGREEMENT
[•], 2021
CREDIT SUISSE SECURITIES (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
BARCLAYS CAPITAL INC.
745 Seventh Avenue
New York, New York 10019
As Representatives of the several Underwriters
listed in Schedule I to the Agreement
Ladies and Gentlemen:
1. Introductory.
The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), agrees with the several
underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”)
are acting as representatives, to issue and sell to the several Underwriters 22,000,000 units (“Units”) of the
Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company
also proposes to grant to the Underwriters an option to purchase up to 3,300,000 additional Units to cover over-allotments, if any
(the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”).
To the extent that 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 Underwriters shall mean either the singular or plural as the context requires. Certain
capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”).
Each unit (the “Units”) consists
of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
one right (the “Right(s)”) to receive one-sixteenth (1/16) of one Ordinary Share upon the consummation of an initial
Business Combination (as defined below) and one-half of one redeemable warrant, where each whole warrant entitling the holder, upon exercise,
to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares, Rights 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. Each holder of a Right will receive one-sixteenth (1/16) of one Ordinary Share upon consummation of the initial Business
Combination. As a result, each holder must have 16 Rights in order to receive one Ordinary Share at the closing of the initial Business
Combination. 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 Ordinary Share at a price of $11.50 per share, subject to adjustment, during
the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as
defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of
the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however,
that pursuant to the Warrant Agreements (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 involving the Company.
The Company has entered into an Investment Management
Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust
Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2
to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and certain
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 Firm Securities and the Option Securities, if and when issued.
The Company has entered into (i) a Public
Warrant Agreement, dated as of the date hereof (the “Public Warrant Agreement”), with respect to the Warrants with
CST, as warrant agent, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act
as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants, and (ii) a
Private Warrant Agreement, dated as of the date hereof (the “Private Warrant Agreement”, and together with the Public
Warrant Agreement, the “Warrant Agreements”), with respect to the warrants included in the Private Placement Units
(the “Private Placement Warrants”) with CST, as warrant agent, in substantially the form filed as Exhibit 4.6
to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Private Placement Warrants.
The Company has entered into a Rights Agreement,
dated as of the date hereof, with CST, in substantially the form filed as Exhibit 4.7 to the Registration Statement (the “Rights
Agreement”), pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange,
redemption, and exercise of the Rights.
The Company has entered into a Securities Subscription
Agreement, dated July 15, 2021 (the “Founder’s Purchase Agreement”), with G4G Sponsor LLC, a Delaware limited
liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement,
pursuant to which the Sponsor purchased an aggregate of 6,325,000 Class B ordinary shares, par value $0.0001 per share,
of the Company for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder
Shares”). Up to 825,000 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 Ordinary Shares included in the Units except as
described in the Registration Statement, the Statutory Prospectus and the Prospectus.
The Company has entered into a Private Placement
Units Purchase Agreement, dated as of the date hereof (the “Private Placement Units 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 734,000 private placement units (or 800,000 private placement units if the over-allotment option is exercised in full), at
a price of $10.00 per unit, for an aggregate purchase price of $7,340,000 (or $8,000,000 if the over-allotment option is exercised
in full) (the “Private Placement Units”). The Private Placement Units are substantially similar to the Units, except
as described in the Registration Statement, the Statutory Prospectus and the Prospectus.
The Company has entered into a Registration Rights
Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties
thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted
certain registration rights in respect of the Private Placement Units (including any Ordinary Shares and Private Placement Warrants included
in such Private Placement Units and any Ordinary Shares issued or issuable upon the exercise of such Private Placement Warrants), and
Private Placement Units that may be issued upon conversion of certain working capital loans, if any, and the Ordinary Shares issuable
upon exercise thereof.
The Company has caused to be duly executed and
delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each
of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration
Statement.
The Company has entered into an Administrative
Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration
Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay the Sponsor an aggregate
monthly fee of $25,000 for office space, secretarial and administrative support services provided to members of the management team.
2. Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters that:
(a) Filing
and Effectiveness of Registration Statement. 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 and the Ordinary Shares, Rights and Warrants included as part 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 the Representatives. 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 the Representatives 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 the Representatives, prior to the Execution Time, will
be included or made therein. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional
or supplemental information.
(b) Compliance
with Securities Act Requirements. 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 and on any date on which Option Securities are purchased, if such date is
not the Closing Date (a “settlement date”), the Prospectus (and any supplement thereto) will, comply in all material
respects with the applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did
not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading; as of the Applicable Time, and on the Closing Date and any settlement date, each
individual Written Testing-the-Waters Communication (as defined herein) did not and will not conflict with the information contained in
the Registration Statement or the Statutory Prospectus, and complied or will comply, as applicable, in all material respects with the
Act; as of the Applicable Time and on the Closing Date and any settlement date, each “road show” as defined in Rule 433(h) of
the Act and each individual Written Testing-the-Waters Communication, in each case, when considered together with the Statutory Prospectus,
did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
on the date of any filing pursuant to Rule 424(b) and on the Closing Date and each 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 or on behalf of any Underwriter
consists of the information described as such in Section 9(b) hereof.
(c) Statutory
Prospectus. 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 9(b) hereof.
(d) Listing.
The Company has filed with the Commission a registration statement on Form 8-A (file number 001-[•]) providing for the
registration under the Exchange Act of the Units and the Ordinary Shares, Rights and Warrants included as part of the Units, which registration
is currently effective on the date hereof. The Securities and the Ordinary Shares, Rights and 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 Stock
Market LLC (“Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.
(e) No
Stop Order. 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) Ineligible
Issuer Status. (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) Free
Writing Prospectus. The Company has not prepared or used a Free Writing Prospectus.
(h) Good
Standing of the Company. The Company has been duly incorporated and is validly existing as an exempted company in good standing under
the laws of the Cayman Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties
and conduct its business as described in the Registration Statement, the Statutory Prospectus and the Prospectus and to enter into this
Agreement, the Trust Agreement, the Warrant Agreements, the Rights Agreement, the Founder’s Purchase Agreement, the Private Placement
Units Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement, 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) Disclosure.
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 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.
(j) Capitalization.
The Company’s authorized equity capitalization is as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus.
(k) Outstanding
Securities. All issued and outstanding securities of the Company have been duly authorized and validly 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 issued and outstanding securities of the Company 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 securities, exempt from such registration requirements. The holders of issued and outstanding
securities of the Company are not entitled to preemptive or other rights to subscribe for securities of the Company and, except as set
forth in the Registration Statement, 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, ordinary shares or ownership
interests in the Company are outstanding.
(l) Offered
Securities. 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) Ordinary
Shares. The Ordinary Shares included in the Units and the Private Placement 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. The holders of such Ordinary Shares are not and will not be subject to personal
liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual
rights granted by the Company.
(n) Warrants.
The Warrants included in the Units, when issued and delivered in the manner set forth in the Public Warrant Agreement against payment
for the Securities by the Underwriters pursuant to this Agreement, will be duly 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) Ordinary
Shares Issuable Upon Exercise of Warrants and Private Placement Warrants. The 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
applicable Warrant Agreement and registered in the Company’s register of members, will be validly issued, fully paid and nonassessable.
The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary
Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate
action required to be taken for the authorization, issuance and sale of such Ordinary Shares (other than such execution (if applicable),
countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.
(p) Rights.
The Rights included in the Units, when executed, authenticated, issued and delivered in the manner set forth in the Rights 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.
(q) Ordinary
Shares Issuable Upon Exercise of the Rights. The Ordinary Shares issuable upon exercise of the Rights included in the Units have been
duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered by registering such Ordinary Shares in
the register of members of the Company against payment therefor pursuant to the Rights, as applicable, and the Rights Agreement, will
be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and at the time such Ordinary Shares are
issued, will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject
to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,
issuance and sale of such Ordinary Shares (other than such execution, countersignature and delivery at the time of issuance) has been
duly and validly taken.
(r) Registration
Rights. 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.
(s) Sales
to Affiliates. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person
or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof,
except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.
(t) Integration.
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.
(u) Founder
Shares. The issued and outstanding Founder Shares are duly authorized, validly issued, fully paid and nonassessable.
(v) Private
Placement Units. The Private Placement Units, when delivered upon the consummation of the Offering, will be duly issued and delivered,
and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability.
(w) Authorization
of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.
(x) Trust
Agreement. 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.
(y) Warrant
Agreements. Each of the Warrant Agreements 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.
(z) Rights
Agreement. The Rights 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.
(aa) Founder’s
Purchase Agreement. The Founder’s 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.
(bb) Private
Placement Units Agreement. The Private Placement Units Agreement has been duly authorized, executed and delivered by the Company and
the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance
with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of general applicability.
(cc) Registration
Rights Agreement. 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.
(dd) Insider
Letter. The Insider Letter executed by the Company, the Sponsor and each executive officer, director and director nominee of the Company,
has been duly authorized, executed and delivered by the Company, the Sponsor and, to the Company’s knowledge, each such executive
officer, director and director nominee, respectively, and is a valid and binding agreement of the Company, the Sponsor and, to the Company’s
knowledge, each such executive officer, director and director nominee, respectively, enforceable against the Company, the Sponsor and,
to the Company’s knowledge, each such executive officer, director and director nominee, respectively, in accordance with its terms
except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally
from time to time in effect and by equitable principles of general applicability.
(ee) Administrative
Services Agreement. The Administrative Services Agreement has been duly authorized, and will be duly executed and delivered by the
Company and the Sponsor, and upon execution and delivery, will be 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.
(ff) Investment
Company Act. The Company is not and, after giving effect to the offering and sale of the Securities and the Private Placement Units
and the application of the proceeds thereof as described in the Registration Statement, 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”).
(gg) Absence
of Further Requirements. 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 Agreements, the Rights Agreement,
the Founder’s Purchase Agreement, the Private Placement Units Agreement, the Registration Rights Agreement, the Insider Letter or
the Administrative Services Agreement, except for the registration under the Act and the Exchange Act of the Securities and the Ordinary
Shares and Warrants included as part 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 Registration
Statement, the Statutory Prospectus and the Prospectus.
(hh) Absence
of Existing Defaults. The Company is not in violation or default of (i) any provision of its Amended and Restated Memorandum
and Articles of Association, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement
or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject,
or (iii) any (x) statute, law, rule, regulation, or (y) judgment, order or decree of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority having jurisdiction over the Company; except in the case of clauses (ii) and
(iii) above for any such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to
have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company,
taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
(ii) Absence
of Defaults and Conflicts Resulting From Transaction. 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 Agreements, the
Rights Agreement, the Founder’s Purchase Agreement, the Private Placement Units Agreement, the Registration Rights Agreement, the
Insider Letter or the Administrative Services Agreement 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 properties.
(jj) Registration
Rights under the Registration Statement. No holders of securities of the Company have rights to the registration of such securities
under the Registration Statement.
(kk) Financial
Statements. The historical financial statements, including the notes thereto and the supporting schedules, if any, of the Company
included in the Statutory Prospectus, the Prospectus and the Registration Statement present fairly the financial condition, results of
operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting
requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis
throughout the periods involved (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.
(ll) Litigation.
No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company,
the Sponsor or, to the Company’s knowledge, any officer, director or director nominee of the Company, or the property of any of
them is pending or, to the knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse
effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby by the Company or (ii) could
reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Statutory
Prospectus and the Prospectus (exclusive of any supplement thereto).
(mm) Properties.
The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.
(nn) Independent Auditors. WithumSmith+Brown, PC (“Withum”), 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.
(oo) Disclosure
Controls and Procedures. The Company maintains effective “disclosure controls and procedures” (as defined under Rule 13a-15
(e) under the Exchange Act to the extent required by such rule).
(pp) Compliance
with Sarbanes-Oxley Act. Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations
promulgated by the Commission thereunder (the “Sarbanes-Oxley Act”) have been applicable to the Company, there is and
has been no failure on the part of the Company to comply in all material respects with the applicable provisions of the Sarbanes-Oxley
Act.
(qq) Compliance
with Exchange Rules. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s
officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date
the Company will be in compliance with, Nasdaq Marketplace Rules IM-5605. 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 the Nasdaq corporate governance requirements set forth in the Nasdaq Marketplace Rules.
(rr) Taxes.
There are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal
law or the laws of any state, or any political subdivision thereof, or under the laws of any non-U.S. jurisdiction, required to be
paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities.
(ss) Filing
of Tax Returns. The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed
by it or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect)
through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it,
to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested
in good faith and for which adequate reserves required by generally accepted accounting principles (“GAAP”) 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).
(tt) Possession
of Licenses and Permits. 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 Registration Statement, the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
(uu) Anti-Corruption
Laws. None of the Company, the Sponsor, any non-independent director or officer, or, to the knowledge of the Company, any independent
director or director nominee, agent, employee, affiliate or other person associated with or acting on behalf of the Company: (i) has
used any corporate 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 from corporate funds; (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, 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 is subject. The Company, the Sponsor, any non-independent director or officer, and,
to the knowledge of the Company, the Company’s independent director or 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.
(vv) Anti-Money
Laundering Laws. The operations of the Company 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 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 with respect to the Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.
(ww) Economic
Sanctions. None of the Company, the Sponsor, any non-independent director or officer or, to the knowledge of the Company, any independent
director or 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 the Company will
not 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.
(xx) Lending
Relationships; Use of Proceeds. 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.
(yy) Questionnaires.
All information contained in the questionnaires (the “Questionnaires”) completed by the Company and the Sponsor and,
to the knowledge of the Company, the Company’s officers, directors and director nominees and provided to the Underwriters is true
and correct 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.
(zz) Acquisition Target Not Selected. Prior to the date hereof, the Company has not selected any
potential Business Combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or
indirectly, with any potential Business Combination target. Prior to the date hereof, the Company has not taken any substantive
measures, directly or indirectly, to identify or locate any suitable acquisition candidate for it, nor has the Company engaged or
retained any agent or other representative to identify or locate any such acquisition candidate.
(aaa) No Finder’s
or Similar Fees. 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, director or director nominee of the Company, or their respective
affiliates, that may affect the Underwriters’ compensation, as determined by the Financial Industry Regulatory Authority, Inc.
(“FINRA”).
(bbb) Absence
of Certain Fees. 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 form that would be “underwriting compensation” as defined
in Rule 5110 of the FINRA Manual); (i) to any person, as a finder’s fee, consulting fee or otherwise, in consideration
of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to
any person that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA (a “Member”); or
(iii) to any person or entity that, to the Company’s knowledge, has any direct or indirect affiliation or association with
any Member, within the FINRA Review Period, as defined in Rule 5110(j)(20) of the FINRA Manual, other than payments to the Underwriters
pursuant to this Agreement.
(ccc) Investment
Banking Services. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period
beginning 180 days prior to the initial confidential submission of the Registration Statement and ending on the Effective Date,
no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting
services to the Company.
(ddd) FINRA
Membership of Affiliates. Except as disclosed in the FINRA Questionnaires provided to the Representatives, no officer, director, director
nominee or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless
of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a
Member or a person associated or affiliated with a Member.
(eee) Ownership
of FINRA Member Securities. Except as disclosed in the FINRA Questionnaires provided to the Representatives, no Company Affiliate
is an owner of shares or other stock of any Member (other than securities purchased on the open market).
(fff) Proceeds;
Payment to FINRA Members. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no proceeds
from the sale of the 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.
(ggg) Issuance
of Securities to Underwriters. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly
to anyone who is a “participating member” (as defined in Rule 5110(j)(15) of the FINRA Manual) of such an underwriter
within the 180-day period prior to the initial filing date of the Registration Statement.
(hhh) FINRA
Association of Company Affiliates. Except for the issuance of securities to the Sponsor, no person to whom securities of the Company
have been privately issued within the 180-day period prior to the initial confidential submission date of the Registration Statement
has any relationship or affiliation or association with any Member.
(iii) Conflicts
of Interest. No Member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict
of interest” means, if at the time of the Member’s participation in the Offering, any of the following applies: (A) the
securities are to be issued by the Member; (B) the Company controls, is controlled by or is under common control with the Member
or the Member’s associated persons; (C) at least 5% of the net offering proceeds, not including underwriting compensation,
are intended to be: (i) used to reduce or retire the balance of a loan or credit facility extended by the Member, its affiliates
and its associated persons, in the aggregate; or (ii) otherwise directed to the Member, its affiliates and associated persons, in
the aggregate; or (D) as a result of the Offering and any transactions contemplated at the time of the Offering: (i) the Member
will be an affiliate of the Company; (ii) the Member will become publicly owned; or (iii) the Company will become a Member or
form a broker-dealer subsidiary. As used herein, the term “Member intending to participate in the Offering” includes any associated
person of a Member that is participating in the Offering, any members of such associated person’s immediate family and any affiliate
of a Member that is participating in the Offering.
(jjj) Non-Compete/Non-Solicit.
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none
of the Sponsor, officers, directors or director nominees of the Company is subject to a non-competition agreement or non-solicitation
agreement with any employer or prior employer that could materially affect its, his or her ability to be and act in the capacity of shareholder,
officer or director of the Company, as applicable.
(kkk) Absence
of Manipulation. 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.
(lll) Company
Ownership of Other Entities. The Company does not own an interest in any corporation, partnership, limited liability company, joint
venture, trust or other entity.
(mmm) Related
Party Transactions. 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, director nominee or officer of the Company.
(nnn) Absence
of Unlawful Influence. The Company has not offered, or caused the Underwriters to offer, the Securities to any person or entity with
the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish
favorable information about the Company or any such affiliate.
(ooo) Applicability
of Rule 419. Upon delivery and payment for the Securities on the Closing Date and each settlement date, the Company will not
be subject to Rule 419 under the Act and none of the Company’s outstanding securities will be deemed to be a “penny stock”
as defined in Rule 3a51-1 under the Exchange Act.
(ppp) Emerging
Growth Company Status. 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 or Rule 163B.
(qqq) Testing-the-Waters
Communications. 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.
(rrr) Cybersecurity.
There has been no security breach or attack or other compromise of or relating to any of the Company’s information technology and
computer systems, networks, hardware, software, data (including the data of its tenants, employees, vendors and any third party data maintained
by or on behalf of it), equipment or technology (“IT Systems and Data”) and (i) the Company has not been notified
of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach, attack or compromise
to their IT Systems and Data, except in each case that would not reasonably be expected to have a Material Adverse Effect, (ii) the
Company has complied, and is presently in compliance, with, all applicable laws, statutes or any judgment, order, rule or regulation
of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual
obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized
use, access, misappropriation or modification and (iii) the Company has implemented backup and disaster recovery technology consistent
with industry standards and practices.
(sss) Payments
in Foreign Currency. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, under current
laws and regulations of the Cayman Islands and any political subdivision thereof, all dividends and other distributions declared and payable
on the Securities may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars that may be converted
into foreign currency and freely transferred out of the Cayman Islands and all such payments made to holders thereof or therein who are
non-residents of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations of the Cayman
Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty,
withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and without the necessity
of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein.
Any certificate signed by any officer or director
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.
3. 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 Firm 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 3,300,000 Option Securities at the same purchase price
per Unit as the Underwriters shall pay for the Firm Securities. Said option may be exercised only to cover over-allotments in the sale
of the Firm 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 Firm Securities, subject to such adjustments as the Representatives in their absolute
discretion shall make to eliminate any fractional Units.
(c) In
addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 3(a) of
this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities
and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to
the Representatives, on behalf of the Underwriters, by the Trustee from amounts on deposit in the Trust Account by wire transfer payable
in same day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business
Combination is consummated within the time period provided in the Trust Agreement, as amended from time to time, and the funds held under
the Trust Agreement are distributed to the holders of the 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.
4. Delivery
and Payment. Delivery of and payment for the Firm Securities and the Option Securities (if the option provided for in Section 3
hereof shall have been exercised on or before the second (2nd) 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 (3) 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 10 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 4.
Delivery of the Firm Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless
the Representatives shall otherwise instruct.
(a) Payment
for the Firm Securities shall be made as follows: $9.80 per Firm Security (including $0.35 per Firm Security of Deferred Discount)
shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from
the sale of the Private Placement Units in order for the Trust Account to equal the product of the number of Units sold and the public
offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Firm 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 Firm Securities, in each case for the account of the Underwriters.
The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request
in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company
will permit the Representatives to examine and package the Firm Securities for delivery, at least one Business Day prior to the Closing
Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for
all the Firm 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 (2) Business Days prior to the settlement date of such Option Securities.
If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities
for delivery, at least one (1) Business Day prior to settlement date of such Option Securities. The Company shall not be obligated
to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities.
(c) If
the option provided for in Section 3 hereof is exercised after the second (2nd) Business Day prior to the Closing
Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, (i) at Credit Suisse
Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629 Facsimile: (212) 325-4296 Attention: CM&A –Legal,
and (ii) at Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133),
on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the
respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase
price thereof to the Trust Account as described above in Section 4(b). If settlement for the Option Securities occurs after the Closing
Date, the Company will deliver to the Representatives on the settlement date for such Option Securities, and the obligation of the Underwriters
to purchase such 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 7 hereof.
5. 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”).
6. Certain
Agreements of the Company. 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 the Representatives with a copy for its review prior
to filing and will not file any such proposed amendment, supplement or Rule 462(b) Registration Statement to which the Representatives
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.
(b) If,
at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event or development occurs as a result of which the
Statutory Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will (i) notify
promptly the Representatives so that any use of the Statutory Prospectus may cease until it is amended or supplemented; (ii) amend
or supplement the Statutory Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the
Representatives in such quantities as the Representatives may reasonably request.
(c) If,
at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such
requirement may be satisfied pursuant to Rule 172), any event or development occurs as a result of which the Prospectus as then supplemented
would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein
in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration
Statement or supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly will (i) notify
the Representatives of any such event; (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of
this Section 6, an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply
any supplemented Prospectus to the Representatives in such quantities as the Representatives 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 or the securities contained therein that constitutes or would constitute a Free
Writing Prospectus or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433
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.
(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 Units, Ordinary
Shares, Rights, Warrants or any other securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce
an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date
of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Units, (2) issue
and sell the Option Securities upon the exercise of the option provided for in Section 3 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 an initial Business Combination; provided, further, 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 or executes an agreement substantially identical to the Letter Agreement, as applicable to directors and officers,
at the time of such transfer and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act is triggered
as a result of such transfer, any related filing under Section 16 of the Exchange Act includes a practical explanation as to the
nature of the transfer); or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up set
forth in Section 5(d) of the Insider Letter.
(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; (iv) the
printing (or reproduction) and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered
in connection with the Offering; (v) the registration of the Securities and the Ordinary Shares, Rights and Warrants included in
the Securities under the Exchange Act and the listing of the Units and the Ordinary Shares, Rights and Warrants included in the Units
on Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities
for offer and sale under the securities or blue sky laws of the several states and any filings required to be made with FINRA (including
filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings, memorandum,
registration and qualification in an aggregate amount up to $25,000); (vii) the transportation and other expenses incurred by or
on behalf of the Company (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (ix) the
fees and expenses of the Company’s accountants and the fees and expenses of counsel for the Company (including local and special
counsel); and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
(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
Ordinary Shares, Rights and Warrants (or such other securities into which the Ordinary Shares, Rights or Warrants, as the case may be,
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 an initial Business Combination. For a period commencing on the Effective Date and ending
upon 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 Units under the provisions of the Exchange Act. During such applicable period, the Company
will not deregister the Units, Ordinary Shares, Rights or Warrants under the Exchange Act (except in connection with an exchange pursuant
to an initial Business Combination or a going private transaction after the completion of an initial 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 (4) Business
Days after the Closing Date, file a Current Report on Form 8-K with the Commission, which Current 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 3 hereof, the Company shall promptly, but not later than four (4) 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 Ordinary Shares, Rights 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 (3) fiscal quarters prior to the announcement of quarterly financial
information, the filing of the Company’s Quarterly Report on Form 10-Q and the mailing, if any, of quarterly financial information
to shareholders.
(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 in their capacities as such; and (ii) such additional documents and information with respect to the Company and the
affairs of any future subsidiaries of the Company as the Representatives may from time to time reasonably request, all subject to the
execution of a satisfactory confidentiality agreement. Any registration statements, financial statements, periodic and special reports
or other additional documents referred to in the preceding sentence filed or furnished on the Commission’s EDGAR website and publicly
available will be considered furnished for the purposes of this Section 6.
(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 Ordinary Shares, Rights and Warrants cease to be publicly traded, the
Company shall retain a transfer and warrant agent.
(p) The
Company will not consummate an initial Business Combination with any target that is affiliated with the Sponsor or any of the Company’s
officers or directors unless it, or a committee of its independent directors, obtains an opinion from an independent investment banking
firm which is a member of FINRA, or from another independent entity that commonly renders valuation opinions, that such Business Combination
is fair to the Company from a financial point of view. Except as described in the Registration Statement, the Statutory Prospectus and
the Prospectus, the Company shall not pay any finder’s fees, reimbursement or cash payments to the Sponsor, the Company’s
officers or directors, or any of their respective affiliates for services rendered to the Company prior to, or in connection with, the
consummation of an initial Business Combination.
(q) The
Company will apply the net proceeds from the Offering and the sale of the Private Placement Units 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.
(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) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services,
or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company agrees
that it shall promptly provide to the Representatives and their counsel a notification prior to entering into the agreement or transaction
relating to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete
details of all such services and copies of all agreements governing such services prior to entering into the agreement or transaction;
and (iii) justification as to why the value received by any person or entity for such services is not underwriting compensation for
the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer
materials or proxy statement, as applicable, which the Company may file in connection with 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 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 Units 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) Prior
to the earlier of the consummation of the Company’s initial Business Combination and Liquidation, the Company may instruct the Trustee
under the Trust Agreement to release from the Trust Account, (i) solely from interest income earned on the funds held in the Trust
Account, the amounts necessary to pay its income taxes, if any, and (ii) to pay Public Shareholders who properly redeem their Ordinary
Shares in connection with a 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 Company’s
initial Business Combination or to redeem 100% of the Public Shares if the Company does not consummate an initial Business Combination
within 18 months (or within 21 months, at the election of the Company subject to satisfaction of certain conditions, including
the deposit of a total of $2,200,000 or $2,530,000 if the over-allotment option is exercised in full ($0.10 per unit in either case) into
the Trust Account, or as extended by the Company’s shareholders in accordance with Company’s Amended and Restated Memorandum
and Articles of Association) from the closing of the Offering or (B) with respect to any other provision relating to the shareholders’
rights or pre-initial Business Combination activity. Otherwise, all funds held in the Trust Account (including any interest income earned
on the amounts held in the Trust Account (which interest shall be net of taxes payable)) will remain in the Trust Account until the earlier
of the consummation of the Company’s initial Business Combination and 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 by
the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s
plan of dissolution.
(v) The
Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable upon exercise
of the Warrants and Private Placement Warrants, and upon conversion of the Founder Shares, outstanding from time to time.
(w) Prior
to the earlier of the consummation of the Company’s initial Business Combination and the Liquidation, the Company shall not issue
(other than in replacement for lost, stolen or mutilated certificates) any securities that would entitle the holder thereof to (i) receive
funds from the Trust Account or (i) vote as a class with the Ordinary shares (A) on any initial Business Combination or on any
other proposal presented to shareholders prior to or in connection with the completion of an initial Business Combination or (B) to
approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to (x) extend the time the
Company has to consummate a Business Combination beyond 18 months (or 21 months, as applicable) from the closing of the Offering
or (y) amend the foregoing provisions.
(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, Ordinary Shares, Rights 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, have taken or 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.
(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 amended.
(dd) The Company
will seek to have all vendors, service providers (other than independent accountants), prospective target businesses, lenders and other
entities with which it does business enter into agreements with it 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’s management team believes that such third-party’s engagement would be significantly more beneficial to the Company
than any alternative.
(ee) The Company,
subject to any applicable provision of the Company’s Amended and Restated Memorandum and Articles of Association, may consummate
the initial Business Combination and conduct redemptions of Ordinary Shares for cash upon consummation of such Business Combination without
a shareholder vote pursuant to Rule 13e-4 and Regulation 14E 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 Ordinary Shares held by
such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two
(2) 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 Units and (y) any interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its income taxes (which interest shall be net of taxes payable), if any, divided
by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then
outstanding. If, however, the Company elects not to file such tender offer documents, a shareholder vote is required by applicable 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 reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval
(“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor and the Company’s
officers, directors and director nominees have agreed to vote all of their Founder Shares and any other Ordinary Shares they may acquire
during or after the Offering in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of
the initial Business Combination, the Company will offer to each Public Shareholder holding Ordinary Shares the right to have its shares
redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the
“Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two
(2) Business Days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust
Account from the Offering and the sale of the Private Placement Units and (2) any interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its income taxes (which interest shall be net of taxes payable), if any, divided
by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination,
the Company may proceed with such Business Combination only if a majority of the ordinary shares, represented in person or by proxy and
entitled to vote thereon, voted at a shareholder meeting are voted in favor of the 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 validly and affirmatively requested (and did not validly withdraw) such redemption. Only Public Shareholders holding Ordinary Shares
who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business
Combination and the Amended and Restated Memorandum and Articles of Association of the Company, shall be entitled to receive distributions
from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to
any other holders of ordinary shares of the Company in connection therewith. In the event that the Company does not effect a Business
Combination by 18 months (or 21 months, as applicable) from the closing of the Offering (or such later date as has been approved by a
valid amendment to the Amended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter,
redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income
taxes, if any (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by
the number of the then-outstanding 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, 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 the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included
in the Securities shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions
in liquidation with respect to any other ordinary shares of the Company. The Sponsor and the Company’s officers, directors and director
nominees have agreed that they will not propose any amendment to the Company’s Amended and Restated Memorandum and Articles of Association
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial Business Combination or to redeem 100% of the Public Shares if the Company does not consummate an initial Business Combination
within 18 months (or 21 months, as applicable) from the closing of the Offering or (B) with respect to any other provision relating
to the shareholders’ rights or pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the
right to redeem their Public Shares in connection with such amendment, as described in Prospectus.
(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 or submission 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 Representative’s 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
the time period required by its Amended and Restated Memorandum and Articles of Association (as such period may be extended), 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 and to maintain such qualifications in effect so long as required
for the distribution of the Securities; provided that no such qualification shall be required in any jurisdiction where, as a result
thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction.
Until the earliest of (i) the date on which all Underwriters shall have ceased to engage in market-making activities in respect of
the Securities, (ii) the date on which the Securities are listed on Nasdaq (or any successor thereto), (iii) a going private
transaction after the completion of a Business Combination, and (iv) the date of the Liquidation, 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 the light of the circumstances existing at
that subsequent 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.
(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 6(h) hereof.
(kk) Upon the
earlier to occur of the expiration and 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) 825,000 by (b) a fraction, (i) the numerator of which is 3,300,000 minus the number of Ordinary Shares purchased
by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,300,000.
7. Conditions
To The Obligations Of The Underwriters. The obligations of the Underwriters to purchase the Firm 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 4 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 Latham & Watkins LLP, counsel for the Company, to have furnished to the Representatives
its 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
Company shall have requested and caused Ogier, Cayman Islands counsel for the Company, to have furnished to the Representatives its opinions
dated the Closing Date and any settlement date, as applicable, and addressed to the Representatives, in a form reasonably acceptable to
the Representatives.
(d) The
Representatives shall have received from Paul Hastings 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.
(e) The
Company shall have furnished to the Representatives a certificate of the Company, signed by its 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 each “road show” as defined in Rule 433(h) of the Act used in connection with the Offering,
and this Agreement and that:
(i) the
representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if
made on such 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 such 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).
(f) The
Company shall have requested and caused Withum 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.
(g) 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 7 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).
(h) Prior
to the Closing Date, and any settlement date, as applicable, the Company shall have furnished to the Representatives such further information,
certificates and documents as the Representatives may reasonably request.
(i) 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.
(j) The
Securities shall be duly listed subject to notice of issuance on Nasdaq, satisfactory evidence of which shall have been provided to the
Representatives.
(k) On
the Effective Date, the Company shall have delivered to the Representatives executed copies of the Trust Agreement, the Warrant Agreements,
the Rights Agreement, the Founder’s Purchase Agreement, the Private Placement Units Agreement, the Insider Letter, the Registration
Rights Agreement and the Administrative Services Agreement.
(l) At
least one Business Day prior to the Closing Date or a settlement date, as applicable, the Company shall have caused proceeds from the
sale of the Private Placement Units to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account
as of such Closing Date or such settlement date, as applicable, shall equal the product of the number of Units issued in the Offering
as of such Closing Date or such settlement date, as applicable, and the public offering price per Unit as set forth on the cover of the
Prospectus.
(m) No
order preventing or suspending the sale of the Units in any jurisdiction designated by the Representatives pursuant to Section 6(ii) hereof
shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been threatened.
If any of the conditions specified in this Section 7
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 7 and, if applicable, the last sentence of Section 4(c), shall be delivered at the office of Paul Hastings LLP, counsel
for the Underwriters, at 515 South Flower Street, Twenty-Fifth Floor, Los Angeles, California 90071, Attention: Jonathan Ko, unless otherwise
indicated herein, on the Closing Date or the applicable settlement date, as applicable.
8. 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 7 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.
9. Indemnification
and Contribution.
(a) Indemnification
of Underwriters. 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 “road show” as
defined in Rule 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 against any such loss, claim, damage,
liability, action, litigation, investigation or proceeding whatsoever (whether or not they are a party thereto), whether threatened or
commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided,
however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the 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 9(b) hereof. This indemnity agreement will be in addition to any
liability that the Company may otherwise have.
(b) Indemnification
of Company. 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 seventh paragraph.
(c) Actions
against Parties; Notification. Promptly after receipt by an indemnified party under this Section 9 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 Section 9(a) or
(b) above, notify the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party
(i) shall not relieve it from any liability that it may have under Section 9(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 Section 9(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, 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 of such action and (ii) does not include a statement as to or
an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an indemnified party shall
have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party
shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date
of such settlement.
(d) Contribution.
In the event that the indemnity provided in Section 9(a) or (b) is unavailable to or insufficient to hold harmless an indemnified
party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”)
to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and by the Underwriters on the other from the Offering; provided, however, that
in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the Offering) be responsible
for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder.
If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally
shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company
on the one hand and of the Underwriters on the other in connection with the statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds
from the Offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to
the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall
be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the
other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue
statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined
by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this Section 9(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms
and conditions of this Section 9(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 9 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 9 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 9.
10. Default
of Underwriters. 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 Firm 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 Firm Securities the remaining Underwriters do not arrange for the purchase of such 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 Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange
for the purchase of all of the Securities to which a default relates as provided in this Section 10, this Agreement will terminate
without liability to any non-defaulting Underwriter or the Company, except as provided in Section 12 (provided that if such
default occurs with respect to Option Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or
any Option Securities purchased prior to such termination). In the event of a default by any Underwriter as set forth in this Section 10,
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.
As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing
contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter
for damages occasioned by its default hereunder.
11. 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, Ordinary Shares, Rights or Warrants shall have been suspended by the Commission, or trading in securities generally on the New
York Stock Exchange or Nasdaq shall have been suspended or limited or minimum prices shall have been established on such exchange or trading
market, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii) there shall
have occurred a material disruption in commercial banking or securities settlement or clearance services, (iv) there shall have occurred
any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other national or international
calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions the effect of which
on financial markets is such as to make it, in the sole judgment of the 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),
(v) since the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus,
any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business,
management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising
in the ordinary course of business, (vi) the enactment, publication, decree or other promulgation of any statute, regulation, rule or
order of any court or other governmental authority which in the opinion of the Representatives materially and adversely affects or may
materially and adversely affect the business or operations of the Company,; or (vii) the taking of any action by any governmental
body or agency in respect of its monetary or fiscal affairs which in the opinion of the Representatives has a material adverse effect
on the securities markets in the United States.
12. Survival
of Certain Representations and Obligations. The respective agreements, representations, warranties, indemnities and other statements
of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation, or statement as to the results thereof, 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 9 hereof, and will
survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination
or cancellation of this Agreement.
13. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed or
delivered and confirmed to the Representative[s] at:
Credit Suisse Securities (USA) LLC,
Eleven Madison Avenue
New York, NY 10010-3629
Facsimile: (212) 325-4296
Attention: IBCM-Legal
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
Attention: Syndicate Registration
Fax: (646) 834-8133
with a copy to Underwriters’ counsel
at:
Paul Hastings LLP
515 South Flower Street, Twenty-Fifth Floor
Los Angeles, CA 90071
Attention: Jonathan Ko
or, if sent to the Company, will be mailed
or delivered and confirmed to it at:
The Growth for Good Acquisition Corporation
12 E 49th Street, 11th Floor
New York, NY 10017
Attention: Yana Watson Kakar; Rahul Kakar
with a copy to the Company’s counsel
at
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Attention: J. Peyton Worley; Alison Haggerty
provided,
however, that any notice to an Underwriter pursuant to Section 9 hereof will be mailed or delivered and confirmed to such
Underwriter.
14. 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 9, and no other person will have any right or obligation hereunder.
15. Representation
of Underwriters. The Representatives will act for the several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representatives will be binding upon all the Underwriters.
16. Absence
of Fiduciary Relationship. The Company acknowledges and agrees that:
(a) No
Other Relationship. The Underwriters have been retained solely to act as an underwriter in connection with the sale of Securities
and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of
the transactions contemplated by this Agreement or the Prospectus, irrespective of whether any Underwriter has advised or is advising
the Company on other matters;
(b) Arms’
Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions
and arms’ length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;
(c) Absence
of Obligation to Disclose. The Company has been advised that the Underwriters and their affiliates are engaged in a broad range of
transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose
such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and
(d) Waiver.
The Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty
or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company
in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including
shareholders, employees or creditors of the Company.
17. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the
transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the
same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest
and obligation, were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this
Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 17: (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.
18. 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.
19. Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement
or the transactions contemplated hereby shall be instituted in the Specified Courts, and each party irrevocably submits to the exclusive
jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction
is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to
such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any
such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding
in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit,
action or other proceeding brought in any such court has been brought in an inconvenient forum.
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. The words “execution,” “signed,” “signature,” and words of like import
in this Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually
executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
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.
“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 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 Section 2(a) above and any preliminary prospectus included in the Registration
Statement at the Effective Date.
“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 Section 2(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 163B,”
“Rule 172,” “Rule 405,” “Rule 419,” “Rule 424(b),”
“Rule 430A,” “Rule 433,” “Rule 433(h)” and “Rule 462(b)”
refer to such rules under the Act.
“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 2(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 one of the counterparts hereof, whereupon it will become a binding agreement among
the Company and the several Underwriters in accordance with its terms.
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Very truly yours,
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name:
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Title:
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[Signature Page to the Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.
CREDIT SUISSE SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
Acting on behalf of itself and as
the Representatives of the several Underwriters.
[Signature Page to the Underwriting Agreement]
SCHEDULE I
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Underwriters
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Number of
Firm Securities
to be Purchased
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Credit Suisse Securities (USA) LLC
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[•]
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Barclays Capital Inc.
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[•]
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Total
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22,000,000
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SCHEDULE II
TIME OF DELIVERY INFORMATION
The Growth for Good Acquisition Corporation priced 22,000,000
units at $10.00 per unit plus up to an additional 3,300,000 units if the underwriters exercise their over-allotment option in
full, subject to adjustment.
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 (i) from Credit Suisse Securities (USA) LLC, Attn: Prospectus Department,
6933 Louis Stephens Drive, Morrisville, NC 27560, Telephone: 1-800-221-1037, email: usa.prospectus@credit-suisse.com, and (ii) from
Barclays Capital Inc. [•].
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 Act.
Exhibit 3.1
Dated
02 July 2021
Companies Act (Revised)
Company Limited by Shares
memorandum
of association
OF
The Growth for Good Acquisition Corporation
Companies Act (Revised)
Company Limited by Shares
Memorandum of Association
of
The Growth for Good Acquisition Corporation
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1
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The name of the Company is The Growth for Good Acquisition Corporation.
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2
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The Company's registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus
Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time
decide.
|
|
|
3
|
The Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised),
the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.
|
|
|
4
|
The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section
27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full
capacity irrespective of any question of corporate benefit.
|
|
|
5
|
Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses
without being duly licensed, namely:
|
|
|
(a)
|
the business of a bank or trust company without being licensed in that behalf under the Banks and Trust
Companies Act (Revised); or
|
|
|
(b)
|
insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent
or broker without being licensed in that behalf under the Insurance Act (Revised);or
|
|
|
(c)
|
the business of company management without being licensed in that behalf under the Companies Management
Act (Revised).
|
|
|
6
|
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance
of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands
and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.
|
|
|
7
|
The Company is a company limited by shares and accordingly the liability of each member is limited to
the amount (if any) unpaid on that member's shares.
|
|
|
8
|
The share capital of the Company is US$50,000 divided into 479,000,000 Class A Ordinary Shares of
US$0.0001 each, 20,000,000 Class B Ordinary Shares of US$0.0001 and 1,000,000 preference Shares of US$0.0001 each. There is no limit
on the number of shares of any class which the Company is authorised to issue. However, subject to the Companies Act (Revised) and the
Company's articles of association, the Company has power to do any one or more of the following:
|
|
|
(a)
|
to redeem or repurchase any of its shares; and
|
|
|
(b)
|
to increase or reduce its capital; and
|
|
|
(c)
|
to issue any part of its capital (whether original, redeemed, increased or reduced):
|
|
|
(i)
|
with or without any preferential, deferred, qualified or special rights, privileges or conditions; or
|
|
|
(ii)
|
subject to any limitations or restrictions
|
and unless the condition of issue expressly
declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or
|
|
(d)
|
to alter any of those rights, privileges, conditions, limitations or restrictions.
|
|
|
9
|
The Company has power to register by way of continuation as a body corporate limited by shares under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
|
We, the subscriber to this memorandum of association,
wish to be formed into a company pursuant to this memorandum; and I agree to take the number of shares in the capital of the Company shown
opposite my name in the table below.
Dated the 02 July, 2021.
|
Name and address of Subscriber
|
Number of shares taken
|
Signature
|
|
Ogier Global Subscriber (Cayman)
Limited
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
|
1 Class B Ordinary Share
|
per:_________________________
Name: Cathlin Rossiter
Authorised Signatory
|
|
Witness to above signature
|
_________________________
Name: Kayla Thompson
Ogier Global Subscriber (Cayman)
Limited
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
Occupation: Administrator
|
Dated 02 July 2021
Companies Act (Revised)
Company Limited by Shares
Articles of Association OF
The Growth for Good Acquisition Corporation
CONTENTS
|
1
|
Definitions, interpretation and exclusion of Table A
|
1
|
|
|
Definitions
|
1
|
|
|
Interpretation
|
2
|
|
|
Exclusion of Table A Articles
|
3
|
|
|
|
|
|
2
|
Shares
|
3
|
|
|
Power to issue Shares and options, with or without special rights
|
3
|
|
|
Power to issue fractions of a Share
|
4
|
|
|
Power to pay commissions and brokerage fees
|
4
|
|
|
Trusts not recognised
|
4
|
|
|
Power to vary class rights
|
5
|
|
|
Effect of new Share issue on existing class rights
|
5
|
|
|
Capital contributions without issue of further Shares
|
5
|
|
|
No bearer Shares or warrants
|
6
|
|
|
Treasury Shares
|
6
|
|
|
Rights attaching to Treasury Shares and related matters
|
6
|
|
|
|
|
|
3
|
Share certificates
|
7
|
|
|
Issue of share certificates
|
7
|
|
|
Renewal of lost or damaged share certificates
|
7
|
|
|
|
|
|
4
|
Lien on Shares
|
7
|
|
|
Nature and scope of lien
|
7
|
|
|
Company may sell Shares to satisfy lien
|
8
|
|
|
Authority to execute instrument of transfer
|
8
|
|
|
Consequences of sale of Shares to satisfy lien
|
8
|
|
|
Application of proceeds of sale
|
9
|
|
|
|
|
|
5
|
Calls on Shares and forfeiture
|
9
|
|
|
Power to make calls and effect of calls
|
9
|
|
|
Time when call made
|
9
|
|
|
Liability of joint holders
|
10
|
|
|
Interest on unpaid calls
|
10
|
|
|
Deemed calls
|
10
|
|
|
Power to accept early payment
|
10
|
|
|
Power to make different arrangements at time of issue of Shares
|
10
|
|
|
Notice of default
|
10
|
|
|
Forfeiture or surrender of Shares
|
11
|
|
|
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender
|
11
|
|
|
Effect of forfeiture or surrender on former Member
|
11
|
|
|
Evidence of forfeiture or surrender
|
12
|
|
|
Sale of forfeited or surrendered Shares
|
12
|
|
|
|
|
|
6
|
Transfer of Shares
|
12
|
|
|
Form of transfer
|
12
|
|
|
Power to refuse registration
|
12
|
|
|
Notice of refusal to register
|
12
|
|
|
Power to suspend registration
|
13
|
|
|
Fee, if any, payable for registration
|
13
|
|
|
Company may retain instrument of transfer
|
13
|
|
|
|
|
|
7
|
Transmission of Shares
|
13
|
|
|
Persons entitled on death of a Member
|
13
|
|
|
Registration of transfer of a Share following death or bankruptcy
|
13
|
|
|
Indemnity
|
14
|
|
|
Rights of person entitled to a Share following death or bankruptcy
|
14
|
|
|
|
|
|
8
|
Alteration of capital
|
14
|
|
|
Increasing, consolidating, converting, dividing and cancelling share capital
|
14
|
|
|
Dealing with fractions resulting from consolidation of Shares
|
15
|
|
|
Reducing share capital
|
15
|
|
|
|
|
|
9
|
Redemption and purchase of own Shares
|
15
|
|
|
Power to issue redeemable Shares and to purchase own Shares
|
15
|
|
|
Power to pay for redemption or purchase in cash or in specie
|
16
|
|
|
Effect of redemption or purchase of a Share
|
16
|
|
|
|
|
|
10
|
Repurchase of Subscriber Share
|
16
|
|
|
|
|
|
11
|
Meetings of Members
|
16
|
|
|
Power to call meetings
|
16
|
|
|
Content of notice
|
17
|
|
|
Period of notice
|
18
|
|
|
Persons entitled to receive notice
|
18
|
|
|
Publication of notice on a website
|
18
|
|
|
Time a website notice is deemed to be given
|
18
|
|
|
Required duration of publication on a website
|
19
|
|
|
Accidental omission to give notice or non-receipt of notice
|
19
|
|
|
|
|
|
12
|
Proceedings at meetings of Members
|
19
|
|
|
Quorum
|
19
|
|
|
Lack of quorum
|
19
|
|
|
Use of technology
|
20
|
|
|
Chairman
|
20
|
|
|
Right of a director to attend and speak
|
20
|
|
|
Adjournment
|
20
|
|
|
Method of voting
|
20
|
|
|
Outcome of vote by show of hands
|
21
|
|
|
Withdrawal of demand for a poll
|
21
|
|
|
Taking of a poll
|
21
|
|
|
Chairman's casting vote
|
21
|
|
|
Amendments to resolutions
|
21
|
|
|
Written resolutions
|
22
|
|
|
Sole-member company
|
23
|
|
|
|
|
|
13
|
Voting rights of Members
|
23
|
|
|
Right to vote
|
23
|
|
|
Rights of joint holders
|
23
|
|
|
Representation of corporate Members
|
23
|
|
|
Member with mental disorder
|
24
|
|
|
Objections to admissibility of votes
|
24
|
|
|
Form of proxy
|
24
|
|
|
How and when proxy is to be delivered
|
25
|
|
|
Voting by proxy
|
26
|
|
|
|
|
|
14
|
Number of directors
|
26
|
|
|
|
|
|
15
|
Appointment, disqualification and removal of directors
|
26
|
|
|
First directors
|
26
|
|
|
No age limit
|
26
|
|
|
Corporate directors
|
26
|
|
|
No shareholding qualification
|
26
|
|
|
Appointment of directors
|
27
|
|
|
Removal of directors
|
27
|
|
|
Resignation of directors
|
27
|
|
|
Termination of the office of director
|
28
|
|
|
|
|
|
16
|
Alternate directors
|
28
|
|
|
Appointment and removal
|
28
|
|
|
Notices
|
29
|
|
|
Rights of alternate director
|
29
|
|
|
Appointment ceases when the appointor ceases to be a director
|
30
|
|
|
Status of alternate director
|
30
|
|
|
Status of the director making the appointment
|
30
|
|
|
|
|
|
17
|
Powers of directors
|
30
|
|
|
Powers of directors
|
30
|
|
|
Appointments to office
|
30
|
|
|
Remuneration
|
31
|
|
|
Disclosure of information
|
32
|
|
|
|
|
|
18
|
Delegation of powers
|
32
|
|
|
Power to delegate any of the directors' powers to a committee
|
32
|
|
|
Power to appoint an agent of the Company
|
32
|
|
|
Power to appoint an attorney or authorised signatory of the Company
|
33
|
|
|
Power to appoint a proxy
|
33
|
|
|
|
|
|
19
|
Meetings of directors
|
33
|
|
|
Regulation of directors' meetings
|
33
|
|
|
Calling meetings
|
33
|
|
|
Notice of meetings
|
33
|
|
|
Period of notice
|
34
|
|
|
Use of technology
|
33
|
|
|
Place of meetings
|
34
|
|
|
Quorum
|
34
|
|
|
Voting
|
34
|
|
|
Validity
|
34
|
|
|
Recording of dissent
|
34
|
|
|
Written resolutions
|
35
|
|
|
Sole director's minute
|
35
|
|
|
|
|
|
20
|
Permissible directors' interests and disclosure
|
35
|
|
|
Permissible interests subject to disclosure
|
35
|
|
|
Notification of interests
|
36
|
|
|
Voting where a director is interested in a matter
|
36
|
|
|
|
|
|
21
|
Minutes
|
36
|
|
|
|
|
|
22
|
Accounts and audit
|
37
|
|
|
Accounting and other records
|
37
|
|
|
No automatic right of inspection
|
37
|
|
|
Sending of accounts and reports
|
37
|
|
|
Time of receipt if documents are published on a website
|
37
|
|
|
Validity despite accidental error in publication on website
|
38
|
|
|
When accounts are to be audited
|
38
|
|
|
|
|
|
23
|
Financial year
|
38
|
|
24
|
Record dates
|
38
|
|
|
|
|
|
25
|
Dividends
|
38
|
|
|
Declaration of dividends by Members
|
38
|
|
|
Payment of interim dividends and declaration of final dividends by directors
|
39
|
|
|
Apportionment of dividends
|
39
|
|
|
Right of set off
|
40
|
|
|
Power to pay other than in cash
|
40
|
|
|
How payments may be made
|
40
|
|
|
Dividends or other moneys not to bear interest in absence of special rights
|
41
|
|
|
Dividends unable to be paid or unclaimed
|
41
|
|
|
|
|
|
26
|
Capitalisation of profits
|
41
|
|
|
Capitalisation of profits or of any share premium account or capital redemption reserve
|
41
|
|
|
Applying an amount for the benefit of members
|
42
|
|
|
|
|
|
27
|
Share premium account
|
42
|
|
|
Directors to maintain share premium account
|
42
|
|
|
Debits to share premium account
|
42
|
|
|
|
|
|
28
|
Seal
|
42
|
|
|
Company seal
|
42
|
|
|
Duplicate seal
|
42
|
|
|
When and how seal is to be used
|
43
|
|
|
If no seal is adopted or used
|
43
|
|
|
Power to allow non-manual signatures and facsimile printing of seal
|
43
|
|
|
Validity of execution
|
43
|
|
|
|
|
|
29
|
Indemnity
|
44
|
|
|
Indemnity
|
44
|
|
|
Release
|
44
|
|
|
Insurance
|
44
|
|
|
|
|
|
30
|
Notices
|
45
|
|
|
Form of notices
|
45
|
|
|
Electronic communications
|
45
|
|
|
Persons authorised to give notices
|
45
|
|
|
Delivery of written notices
|
46
|
|
|
Joint holders
|
46
|
|
|
Signatures
|
46
|
|
|
Evidence of transmission
|
46
|
|
|
Giving notice to a deceased or bankrupt Member
|
46
|
|
|
Date of giving notices
|
47
|
|
|
Saving provision
|
47
|
|
|
|
|
|
31
|
Authentication of Electronic Records
|
47
|
|
|
Application of Articles
|
47
|
|
|
Authentication of documents sent by Members by Electronic means
|
47
|
|
|
Authentication of document sent by the Secretary or Officers of the Company by Electronic means
|
48
|
|
|
Manner of signing
|
48
|
|
|
Saving provision
|
48
|
|
|
|
|
|
32
|
Transfer by way of continuation
|
49
|
|
|
|
|
|
33
|
Winding up
|
49
|
|
|
Distribution of assets in specie
|
49
|
|
|
|
|
|
|
No obligation to accept liability
|
50
|
|
|
The directors are authorised to present a winding up petition
|
50
|
|
|
|
|
|
34
|
Amendment of Memorandum and Articles
|
50
|
|
|
Power to change name or amend Memorandum
|
50
|
|
|
Power to amend these Articles
|
50
|
Companies Act (Revised)
Company Limited by Shares
Articles of Association
of
The Growth for Good Acquisition Corporation
|
|
1
|
Definitions, interpretation and exclusion of Table A
|
Definitions
|
|
1.1
|
In these Articles, the following definitions apply:
|
Articles means, as appropriate:
|
|
(a)
|
these Articles of Association as amended from time to time: or
|
|
|
(b)
|
two or more particular Articles of these Articles;
|
and Article refers to a
particular Article of these Articles.
Business Day means a day other
than a public holiday in the place where the Company's registered office is located, a Saturday or a Sunday.
Clear Days, in relation to a
period of notice, means that period excluding:
|
|
(a)
|
the day when the notice is given or deemed to be given; and
|
|
|
(b)
|
the day for which it is given or on which it is to take effect.
|
Company means the above-named
company.
Default Rate means 10% (ten per
cent) per annum.
Electronic has the meaning given
to that term in the Electronic Transactions Act (Revised).
Electronic Record has the meaning
given to that term in the Electronic Transactions Act (Revised).
Electronic Signature has the
meaning given to that term in the Electronic Transactions Act (Revised).
Fully Paid and Paid Up:
|
|
(a)
|
in relation to a Share with par value, means that the par value for that Share and any premium payable
in respect of the issue of that Share, has been fully paid or credited as paid in money or money's worth;
|
|
|
(b)
|
in relation to a Share without par value, means that the agreed issue price for that Share has been fully
paid or credited as paid in money or money's worth.
|
Islands means the British Overseas
Territory of the Cayman Islands.
Law means the Companies Act (Revised).
Member means any person or persons
entered on the register of members from time to time as the holder of a Share.
Memorandum means the Memorandum
of Association of the Company as amended from time to time.
Officer means a person appointed
to hold an office in the Company; and the expression includes a director, alternate director or liquidator, but does not include the Secretary.
Ordinary Resolution means a resolution
of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled
to vote. The expression also includes a unanimous written resolution.
Secretary means a person appointed
to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
Share means a share in the share
capital of the Company; and the expression:
|
|
(a)
|
includes stock (except where a distinction between shares and stock is expressed or implied); and
|
|
|
(b)
|
where the context permits, also includes a fraction of a share.
|
Special Resolution has the meaning
given to that term in the Law; and the expression includes a unanimous written resolution.
Treasury Shares means Shares
of the Company held in treasury pursuant to the Law and Article 2.12.
Interpretation
|
|
1.2
|
In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:
|
|
|
(a)
|
A reference in these Articles to a statute is a reference to a statute of the Islands as known by its
short title, and includes:
|
|
|
(i)
|
any statutory modification, amendment or re-enactment; and
|
|
|
(ii)
|
any subordinate legislation or regulations issued under that statute.
|
Without limitation to the preceding sentence,
a reference to a revised Law of the Cayman Islands is taken to be a reference to the revision of that Law in force from time to time as
amended from time to time.
|
|
(b)
|
Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless
there is ambiguity.
|
|
|
(c)
|
If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the
act, matter or thing must be done on the next Business Day.
|
|
|
(d)
|
A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes
the singular, and a reference to any gender also denotes the other genders.
|
|
|
(e)
|
A reference to a person includes, as appropriate, a company, trust, partnership, joint venture,
association, body corporate or government agency.
|
|
|
(f)
|
Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect
to that word or phrase has a corresponding meaning.
|
|
|
(g)
|
All references to time are to be calculated by reference to time in the place where the Company's registered
office is located.
|
|
|
(h)
|
The words written and in writing include all modes of representing or reproducing words
in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record
is expressed or implied.
|
|
|
(i)
|
The words including, include and in particular or any similar expression are to be
construed without limitation.
|
Exclusion of Table A Articles
|
|
1.3
|
The regulations contained in Table A in the First Schedule of the Law and any other regulations contained
in any statute or subordinate legislation are expressly excluded and do not apply to the Company.
|
Power to issue Shares and options, with or
without special rights
|
|
2.1
|
Subject to the provisions of the Law and the Articles about the redemption and purchase of the Company's
own Shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant
options over or otherwise deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions
as they may decide. No Share may be issued at a discount except in accordance with the provisions of the Law.
|
|
|
2.2
|
Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the
Company:
|
|
|
(a)
|
either at a premium or at par;
|
|
|
(b)
|
with or without preferred, deferred or other special rights or restrictions whether in regard to dividend,
voting, return of capital or otherwise.
|
Power to issue fractions of a Share
|
|
2.3
|
Subject to the Law, the Company may issue fractions of a Share of any class. A fraction of a Share shall
be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences,
privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.
|
Power to pay commissions and brokerage fees
|
|
2.4
|
The Company may pay a commission to any person in consideration of that person:
|
|
|
(a)
|
subscribing or agreeing to subscribe, whether absolutely or conditionally; or
|
|
|
(b)
|
procuring or agreeing to procure subscriptions, whether absolute or conditional
|
for any Shares in the Company. That
commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly
in another.
|
|
2.5
|
The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.
|
Trusts not recognised
|
|
2.6
|
Except as required by law:
|
|
|
(a)
|
no person shall be recognised by the Company as holding any Share on any trust; and
|
|
|
(b)
|
no person other than the Member shall be recognised by the Company as having any right in a Share.
|
Power to vary class rights
|
|
2.7
|
If the share capital is divided into different classes of Shares then, unless the terms on which a class
of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:
|
|
|
(a)
|
the Members holding two thirds of the issued Shares of that class consent in writing to the variation;
or
|
|
|
(b)
|
the variation is made with the sanction of a Special Resolution passed at a separate general meeting of
the Members holding the issued Shares of that class.
|
|
|
2.8
|
For the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating
to general meetings apply, mutatis mutandis, to every such separate meeting except that:
|
|
|
(a)
|
the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one
third of the issued Shares of the class; and
|
|
|
(b)
|
any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate
Member, by its duly authorised representative, may demand a poll.
|
Effect of new Share issue on existing class
rights
|
|
2.9
|
Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member
holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing
Shares of that class.
|
Capital contributions without issue of further
Shares
|
|
2.10
|
With the consent of a Member, the directors may accept a voluntary contribution to the capital of the
Company from that Member without issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt
with in the following manner:
|
|
|
(a)
|
It shall be treated as if it were a share premium.
|
|
|
(b)
|
Unless the Member agrees otherwise:
|
|
|
(i)
|
if the Member holds Shares in a single class of Shares - it shall be credited to the share premium account
for that class of Shares;
|
|
|
(ii)
|
if the Member holds Shares of more than one class - it shall be credited rateably to the share premium
accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds
bears to the total issue prices for all classes of Shares that the Member holds).
|
|
|
(c)
|
It shall be subject to the provisions of the Law and these Articles applicable to share premiums.
|
No bearer Shares or warrants
|
|
2.11
|
The Company shall not issue Shares or warrants to bearers.
|
Treasury Shares
|
|
2.12
|
Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Law
shall be held as Treasury Shares and not treated as cancelled if:
|
|
|
(a)
|
the directors so determine prior to the purchase, redemption or surrender of those shares; and
|
|
|
(b)
|
the relevant provisions of the Memorandum and Articles and the Law are otherwise complied with.
|
Rights attaching to Treasury Shares and related
matters
|
|
2.13
|
No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's
assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share.
|
|
|
2.14
|
The Company shall be entered in the Register as the holder of the Treasury Shares. However:
|
|
|
(a)
|
the Company shall not be treated as a member for any purpose and shall not exercise any right in respect
of the Treasury Shares, and any purported exercise of such a right shall be void;
|
|
|
(b)
|
a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not
be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Law.
|
|
|
2.15
|
Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect
of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.
|
|
|
2.16
|
Treasury Shares may be disposed of by the Company in accordance with the Law and otherwise on such terms
and conditions as the directors determine.
|
Issue of share certificates
|
|
3.1
|
Upon being entered in the register of members as the holder of a Share, a Member shall be entitled:
|
|
|
(a)
|
without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring
a part of the Member's holding of Shares of any class, to a certificate for the balance of that holding); and
|
|
|
(b)
|
upon payment of such reasonable sum as the directors may determine for every certificate after the first,
to several certificates each for one or more of that Member's Shares.
|
|
|
3.2
|
Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to
which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other
manner as the directors determine.
|
|
|
3.3
|
The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons
and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.
|
Renewal of lost or damaged share certificates
|
|
3.4
|
If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any)
as to:
|
|
|
(c)
|
payment of the expenses reasonably incurred by the Company in investigating the evidence; and
|
|
|
(d)
|
payment of a reasonable fee, if any, for issuing a replacement share certificate
|
as the directors may determine, and
(in the case of defacement or wearing-out) on delivery to the Company of the old certificate.
Nature and scope of lien
|
|
4.1
|
The Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the
name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member's
estate:
|
|
|
(a)
|
either alone or jointly with any other person, whether or not that other person is a Member; and
|
|
|
(b)
|
whether or not those moneys are presently payable.
|
|
|
4.2
|
At any time the directors may declare any Share to be wholly or partly exempt from the provisions of this
Article.
|
Company may sell Shares to satisfy lien
|
|
4.3
|
The Company may sell any Shares over which it has a lien if all of the following conditions are met:
|
|
|
(a)
|
the sum in respect of which the lien exists is presently payable;
|
|
|
(b)
|
the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence
of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold;
and
|
|
|
(c)
|
that sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.
|
|
|
4.4
|
The Shares may be sold in such manner as the directors determine.
|
|
|
4.5
|
To the maximum extent permitted by law, the directors shall incur no personal liability to the Member
concerned in respect of the sale.
|
Authority to execute instrument of transfer
|
|
4.6
|
To give effect to a sale, the directors may authorise any person to execute an instrument of transfer
of the Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee of the Shares shall not be
affected by any irregularity or invalidity in the proceedings in respect of the sale.
|
Consequences of sale of Shares to satisfy lien
|
|
4.7
|
On sale pursuant to the preceding Articles:
|
|
|
(a)
|
the name of the Member concerned shall be removed from the register of members as the holder of those
Shares; and
|
|
|
(b)
|
that person shall deliver to the Company for cancellation the certificate for those Shares.
|
Despite this, that person shall remain
liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares.
That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was
payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without
any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.
Application of proceeds of sale
|
|
4.8
|
The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the
sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Shares have been sold:
|
|
|
(a)
|
if no certificate for the Shares was issued, at the date of the sale; or
|
|
|
(b)
|
if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation
|
but, in either case, subject to the
Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.
|
|
5
|
Calls on Shares and forfeiture
|
Power to make calls and effect of calls
|
|
5.1
|
Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys
unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14
Clear Days' notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares
as required by the notice.
|
|
|
5.2
|
Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part
and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call
in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments
in whole or in part.
|
|
|
5.3
|
A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer
of the Shares in respect of which the call was made. He shall not be liable for calls made after he is no longer registered as Member
in respect of those Shares.
|
Time when call made
|
|
5.4
|
A call shall be deemed to have been made at the time when the resolution of the directors authorising
the call was passed.
|
Liability of joint holders
|
|
5.5
|
Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls
in respect of the Share.
|
Interest on unpaid calls
|
|
5.6
|
If a call remains unpaid after it has become due and payable the person from whom it is due and payable
shall pay interest on the amount unpaid from the day it became due and payable until it is paid:
|
|
|
(a)
|
at the rate fixed by the terms of allotment of the Share or in the notice of the call; or
|
|
|
(b)
|
if no rate is fixed, at the Default Rate.
|
The directors may waive payment of the
interest wholly or in part.
Deemed calls
|
|
5.7
|
Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall
be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had
become due and payable by virtue of a call.
|
Power to accept early payment
|
|
5.8
|
The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held
by him although no part of that amount has been called up.
|
Power to make different arrangements at time
of issue of Shares
|
|
5.9
|
Subject to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish
between Members in the amounts and times of payment of calls on their Shares.
|
Notice of default
|
|
5.10
|
If a call remains unpaid after it has become due and payable the directors may give to the person from
whom it is due not less than 14 Clear Days' notice requiring payment of:
|
|
|
(b)
|
any interest which may have accrued;
|
|
|
(c)
|
any expenses which have been incurred by the Company due to that person's default.
|
|
|
5.11
|
The notice shall state the following:
|
|
|
(a)
|
the place where payment is to be made; and
|
|
|
(b)
|
a warning that if the notice is not complied with the Shares in respect of which the call is made will
be liable to be forfeited.
|
Forfeiture or surrender of Shares
|
|
5.12
|
If the notice under the preceding Article is not complied with, the directors may, before the payment
required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include
all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the
directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that
Share in lieu of forfeiture.
|
Disposal of forfeited or surrendered Share
and power to cancel forfeiture or surrender
|
|
5.13
|
A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in
such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender
may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the
purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person
to execute an instrument of transfer of the Share to the transferee.
|
Effect of forfeiture or surrender on former
Member
|
|
5.14
|
On forfeiture or surrender:
|
|
|
(a)
|
the name of the Member concerned shall be removed from the register of members as the holder of those
Shares and that person shall cease to be a Member in respect of those Shares; and
|
|
|
(b)
|
that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited
or surrendered Shares.
|
|
|
5.15
|
Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for
all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together
with:
|
|
|
(b)
|
interest from the date of forfeiture or surrender until payment:
|
|
|
(i)
|
at the rate of which interest was payable on those moneys before forfeiture; or
|
|
|
(ii)
|
if no interest was so payable, at the Default Rate.
|
The directors, however, may waive payment
wholly or in part.
Evidence of forfeiture or surrender
|
|
5.16
|
A declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive
evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:
|
|
|
(a)
|
that the person making the declaration is a director or Secretary of the Company, and
|
|
|
(b)
|
that the particular Shares have been forfeited or surrendered on a particular date.
|
Subject to the execution of an instrument
of transfer, if necessary, the declaration shall constitute good title to the Shares.
Sale of forfeited or surrendered Shares
|
|
5.17
|
Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the
application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity
of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.
|
Form of transfer
|
|
6.1
|
Subject to the following Articles about the transfer of Shares, a Member may transfer Shares to another
person by completing an instrument of transfer, in a common form or in a form approved by the directors, executed:
|
|
|
(a)
|
where the Shares are Fully Paid, by or on behalf of that Member; and
|
|
|
(b)
|
where the Shares are partly paid, by or on behalf of that Member and the transferee.
|
Power to refuse registration
|
|
6.2
|
The directors may refuse to register the transfer of a Share to any person. They may do so in their absolute
discretion, without giving any reason for their refusal, and irrespective of whether the Share is Fully Paid or the Company has no lien
over it.
|
Notice of refusal to register
|
|
6.3
|
If the directors refuse to register a transfer of a Share, they must send notice of their refusal to the
existing Member within two months after the date on which the transfer was lodged with the Company.
|
Power to suspend registration
|
|
6.4
|
The directors may suspend registration of the transfer of Shares at such times and for such periods, not
exceeding 30 days in any calendar year, as they determine.
|
Fee, if any, payable for registration
|
|
6.5
|
If the directors so decide, the Company may charge a reasonable fee for the registration of any instrument
of transfer or other document relating to the title to a Share.
|
Company may retain instrument of transfer
|
|
6.6
|
The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument
of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.
|
Persons entitled on death of a Member
|
|
7.1
|
If a Member dies, the only persons recognised by the Company as having any title to the deceased Members'
interest are the following:
|
|
|
(a)
|
where the deceased Member was a joint holder, the survivor or survivors; and
|
|
|
(b)
|
where the deceased Member was a sole holder, that Member's personal representative or representatives.
|
|
|
7.2
|
Nothing in these Articles shall release the deceased Member's estate from any liability in respect of
any Share, whether the deceased was a sole holder or a joint holder.
|
Registration of transfer of a Share following
death or bankruptcy
|
|
7.3
|
A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect
to do either of the following:
|
|
|
(a)
|
to become the holder of the Share; or
|
|
|
(b)
|
to transfer the Share to another person.
|
|
|
7.4
|
That person must produce such evidence of his entitlement as the directors may properly require.
|
|
|
7.5
|
If the person elects to become the holder of the Share, he must give notice to the Company to that effect.
For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.
|
|
|
7.6
|
If the person elects to transfer the Share to another person then:
|
|
|
(a)
|
if the Share is Fully Paid, the transferor must execute an instrument of transfer; and
|
|
|
(b)
|
if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.
|
|
|
7.7
|
All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the
instrument of transfer.
|
Indemnity
|
|
7.8
|
A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify
the Company and the directors against any loss or damage suffered by the Company or the directors as a result of that registration.
|
Rights of person entitled to a Share following
death or bankruptcy
|
|
7.9
|
A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the
rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect
of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that
class of Shares in the Company.
|
Increasing, consolidating, converting, dividing
and cancelling share capital
|
|
8.1
|
To the fullest extent permitted by the Law, the Company may by Ordinary Resolution do any of the following
and amend its Memorandum for that purpose:
|
|
|
(a)
|
increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the
attached rights, priorities and privileges set out in that Ordinary Resolution;
|
|
|
(b)
|
consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;
|
|
|
(c)
|
convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any
denomination;
|
|
|
(d)
|
sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,
so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall
be the same as it was in case of the Share from which the reduced Share is derived; and
|
|
|
(e)
|
cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed
to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares
without nominal par value, diminish the number of Shares into which its capital is divided.
|
Dealing with fractions resulting from consolidation
of Shares
|
|
8.2
|
Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of
a Share the directors may on behalf of those Members:
|
|
|
(a)
|
sell the Shares representing the fractions for the best price reasonably obtainable to any person (including,
subject to the provisions of the Law, the Company); and
|
|
|
(b)
|
distribute the net proceeds in due proportion among those Members.
|
For that purpose, the directors may
authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The
transferee shall not be bound to see to the application of the purchase money nor shall the transferee's title to the Shares be affected
by any irregularity in, or invalidity of, the proceedings in respect of the sale.
Reducing share capital
|
|
8.3
|
Subject to the Law and to any rights for the time being conferred on the Members holding a particular
class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.
|
|
|
9
|
Redemption and purchase of own Shares
|
Power to issue redeemable Shares and to purchase
own Shares
|
|
9.1
|
Subject to the Law, and to any rights for the time being conferred on the Members holding a particular
class of Shares, the Company may by its directors:
|
|
|
(a)
|
issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member
holding those redeemable Shares, on the terms and in the manner its directors determine before the issue of those Shares;
|
|
|
(b)
|
with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights
attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of
the Company on the terms and in the manner which the directors determine at the time of such variation; and
|
|
|
(c)
|
purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in
the manner which the directors determine at the time of such purchase.
|
The Company may make a payment in respect
of the redemption or purchase of its own Shares in any manner authorised by the Law, including out of any combination of the following:
capital, its profits and the proceeds of a fresh issue of Shares.
Power to pay for redemption or purchase in
cash or in specie
|
|
9.2
|
When making a payment in respect of the redemption or purchase of Shares, the directors may make the payment
in cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by
the terms applying to those Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding those Shares.
|
Effect of redemption or purchase of a Share
|
|
9.3
|
Upon the date of redemption or purchase of a Share:
|
|
|
(a)
|
the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than
the right to receive:
|
|
|
(i)
|
the price for the Share; and
|
|
|
(ii)
|
any dividend declared in respect of the Share prior to the date of redemption or purchase;
|
|
|
(b)
|
the Member's name shall be removed from the register of members with respect to the Share; and
|
|
|
(c)
|
the Share shall be cancelled or held as a Treasury Shares, as the directors may determine.
|
For the purpose of this Article, the
date of redemption or purchase is the date when the redemption or purchase falls due.
|
|
10
|
Repurchase of Subscriber Share
|
As soon as the directors determine that
it is lawful for the Company to do so, the Company shall purchase from the subscriber to the Memorandum the one share agreed to be taken
by such subscriber. Such share shall be repurchased for cash at its par value and the Company may make a payment out of capital in respect
of such purchase price.
Power to call meetings
|
|
11.1
|
The directors may call a general meeting at any time.
|
|
|
11.2
|
If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree
on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.
|
|
|
11.3
|
The directors must also call a general meeting if requisitioned in the manner set out in the next two
Articles.
|
|
|
11.4
|
The requisition must be in writing and given by one or more Members who together hold at least 10% of
the rights to vote at such general meeting.
|
|
|
11.5
|
The requisition must also:
|
|
|
(a)
|
specify the purpose of the meeting.
|
|
|
(b)
|
be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged
to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners.
|
|
|
(c)
|
be delivered in accordance with the notice provisions.
|
|
|
11.6
|
Should the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a
requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period.
|
|
|
11.7
|
Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the
remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least
10% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the
notice of meeting which shall include as an item of business the appointment of additional directors.
|
|
|
11.8
|
If the Members call a meeting under the above provisions, the Company shall reimburse their reasonable
expenses.
|
Content of notice
|
|
11.9
|
Notice of a general meeting shall specify each of the following:
|
|
|
(a)
|
the place, the date and the hour of the meeting;
|
|
|
(b)
|
if the meeting is to be held in two or more places, the technology that will be used to facilitate the
meeting;
|
|
|
(c)
|
subject to paragraph (d), the general nature of the business to be transacted; and
|
|
|
(d)
|
if a resolution is proposed as a Special Resolution, the text of that resolution.
|
|
|
11.10
|
In each notice there shall appear with reasonable prominence the following statements:
|
|
|
(a)
|
that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend
and vote instead of that Member; and
|
|
|
(b)
|
that a proxyholder need not be a Member.
|
Period of notice
|
|
11.11
|
At least five Clear Days' notice of a general meeting must be given to Members. But a meeting may be convened
on shorter notice with the consent of the Member or Members who, individually or collectively, hold at least 90% of the voting rights
of all those who have a right to vote at that meeting.
|
Persons entitled to receive notice
|
|
11.12
|
Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice
shall be given to the following people:
|
|
|
(b)
|
persons entitled to a Share in consequence of the death or bankruptcy of a Member; and
|
Publication of notice on a website
|
|
11.13
|
Subject to the Law, a notice of a general meeting may be published on a website providing the recipient
is given separate notice of:
|
|
|
(a)
|
the publication of the notice on the website;
|
|
|
(b)
|
the place on the website where the notice may be accessed;
|
|
|
(c)
|
how it may be accessed; and
|
|
|
(d)
|
the place, date and time of the general meeting.
|
|
|
11.14
|
If a Member notifies the Company that he is unable for any reason to access the website, the Company must
as soon as practicable give notice of the meeting to that Member by any other means permitted by these Articles. But this will not affect
when that Member is deemed to have received notice of the meeting.
|
Time a website notice is deemed to be given
|
|
11.15
|
A website notice is deemed to be given when the Member is given notice of its publication.
|
Required duration of publication on a website
|
|
11.16
|
Where the notice of meeting is published on a website, it shall continue to be published in the same place
on that website from the date of the notification until the conclusion of the meeting to which the notice relates.
|
Accidental omission to give notice or non-receipt
of notice
|
|
11.17
|
Proceedings at a meeting shall not be invalidated by the following:
|
|
|
(a)
|
an accidental failure to give notice of the meeting to any person entitled to notice; or
|
|
|
(b)
|
non-receipt of notice of the meeting by any person entitled to notice.
|
|
|
11.18
|
In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not
be invalidated merely because it is accidentally published:
|
|
|
(a)
|
in a different place on the website; or
|
|
|
(b)
|
for part only of the period from the date of the notification until the conclusion of the meeting to which
the notice relates.
|
|
|
12
|
Proceedings at meetings of Members
|
Quorum
|
|
12.1
|
Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum
is present in person or by proxy. A quorum is as follows:
|
|
|
(a)
|
if the Company has only one Member: that Member;
|
|
|
(b)
|
if the Company has more than one Member: two Members.
|
Lack of quorum
|
|
12.2
|
If a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time
during the meeting it becomes inquorate, then the following provisions apply:
|
|
|
(a)
|
If the meeting was requisitioned by Members, it shall be cancelled.
|
|
|
(b)
|
In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to
such other time or place as is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the
adjourned meeting, then the Members present in person or by proxy shall constitute a quorum.
|
Use of technology
|
|
12.3
|
A person may participate in a general meeting through the medium of conference telephone, video or any
other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout
the meeting. A person participating in this way is deemed to be present in person at the meeting.
|
Chairman
|
|
12.4
|
The chairman of a general meeting shall be the chairman of the board or such other director as the directors
have nominated to chair board meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes
of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting.
|
|
|
12.5
|
If no director is present within 15 minutes of the time appointed for the meeting, or if no director is
willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the
meeting.
|
Right of a director to attend and speak
|
|
12.6
|
Even if a director is not a Member, he shall be entitled to attend and speak at any general meeting and
at any separate meeting of Members holding a particular class of Shares in the Company.
|
Adjournment
|
|
12.7
|
The chairman may at any time adjourn a meeting with the consent of the Members constituting a quorum.
The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other
than business which might properly have been transacted at the original meeting.
|
|
|
12.8
|
Should a meeting be adjourned for more than seven Clear Days, whether because of a lack of quorum or otherwise,
Members shall be given at least seven Clear Days' notice of the date, time and place of the adjourned meeting and the general nature of
the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.
|
Method of voting
|
|
12.9
|
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, a poll is duly demanded. A poll may be demanded:
|
|
|
(b)
|
by any Member or Members present who, individually or collectively, hold at least 10% of the voting rights
of all those who have a right to vote on the resolution.
|
Outcome of vote by show of hands
|
|
12.10
|
Unless a poll is duly demanded, a declaration by the chairman as to the result of a resolution and an
entry to that effect in the minutes of the meeting shall be conclusive evidence of the outcome of a show of hands without proof of the
number or proportion of the votes recorded in favour of or against the resolution.
|
Withdrawal of demand for a poll
|
|
12.11
|
The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman.
The chairman shall announce any such withdrawal to the meeting and, unless another person forthwith demands a poll, any earlier show of
hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show of hands, then the resolution
shall be put to the vote of the meeting.
|
Taking of a poll
|
|
12.12
|
A poll demanded on the question of adjournment shall be taken immediately.
|
|
|
12.13
|
A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at
such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.
|
|
|
12.14
|
The demand for a poll shall not prevent the meeting continuing to transact any business other than the
question on which the poll was demanded.
|
|
|
12.15
|
A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not
be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more
than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored
at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.
|
Chairman's casting vote
|
|
12.16
|
If the votes on a resolution, whether on a show of hands or on a poll, are equal the chairman may if he
wishes exercise a casting vote.
|
Amendments to resolutions
|
|
12.17
|
An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:
|
|
|
(a)
|
not less than 48 hours before the meeting is to take place (or such later time as the chairman of the
meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting;
and
|
|
|
(b)
|
the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially
alter the scope of the resolution.
|
|
|
12.18
|
A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:
|
|
|
(a)
|
the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to
be proposed, and
|
|
|
(b)
|
the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or
other non-substantive error in the resolution.
|
|
|
12.19
|
If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution
is out of order, the chairman's error does not invalidate the vote on that resolution.
|
Written resolutions
|
|
12.20
|
Members may pass a resolution in writing without holding a meeting if the following conditions are met:
|
|
|
(a)
|
all Members entitled to vote are given notice of the resolution as if the same were being proposed at
a meeting of Members;
|
|
|
(b)
|
all Members entitled so to vote :
|
|
|
(ii)
|
sign several documents in the like form each signed by one or more of those Members; and
|
|
|
(c)
|
the signed document or documents is or are delivered to the Company, including, if the Company so nominates,
by delivery of an Electronic Record by Electronic means to the address specified for that purpose.
|
Such written resolution shall be as
effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.
|
|
12.21
|
If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect
accordingly.
|
|
|
12.22
|
The directors may determine the manner in which written resolutions shall be put to Members. In particular,
they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have
been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many
against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis
as on a poll.
|
Sole-member company
|
|
12.23
|
If the Company has only one Member, and the Member records in writing his decision on a question, that
record shall constitute both the passing of a resolution and the minute of it.
|
|
|
13
|
Voting rights of Members
|
Right to vote
|
|
13.1
|
Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not
been paid, all Members are entitled to vote at a general meeting, whether on a show of hands or on a poll, and all Members holding Shares
of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares.
|
|
|
13.2
|
Members may vote in person or by proxy.
|
|
|
13.3
|
On a show of hands, every Member shall have one vote. For the avoidance of doubt, an individual who represents
two or more Members, including a Member in that individual's own right, that individual shall be entitled to a separate vote for each
Member.
|
|
|
13.4
|
On a poll a Member shall have one vote for each Share he holds, unless any Share carries special voting
rights.
|
|
|
13.5
|
A fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
|
|
|
13.6
|
No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in
the same way.
|
Rights of joint holders
|
|
13.7
|
If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders
tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of members shall be accepted
to the exclusion of the votes of the other joint holder.
|
Representation of corporate Members
|
|
13.8
|
Save where otherwise provided, a corporate Member must act by a duly authorised representative.
|
|
|
13.9
|
A corporate Member wishing to act by a duly authorised representative must identify that person to the
Company by notice in writing.
|
|
|
13.10
|
The authorisation may be for any period of time, and must be delivered to the Company not less than two
hours before the commencement of the meeting at which it is first used.
|
|
|
13.11
|
The directors of the Company may require the production of any evidence which they consider necessary
to determine the validity of the notice.
|
|
|
13.12
|
Where a duly authorised representative is present at a meeting that Member is deemed to be present in
person; and the acts of the duly authorised representative are personal acts of that Member.
|
|
|
13.13
|
A corporate Member may revoke the appointment of a duly authorised representative at any time by notice
to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before
the directors of the Company had actual notice of the revocation.
|
Member with mental disorder
|
|
13.14
|
A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands
or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by that Member's receiver, curator
bonis or other person authorised in that behalf appointed by that court.
|
|
|
13.15
|
For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority
of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the
adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means.
In default, the right to vote shall not be exercisable.
|
Objections to admissibility of votes
|
|
13.16
|
An objection to the validity of a person's vote may only be raised at the meeting or at the adjourned
meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be
final and conclusive.
|
Form of proxy
|
|
13.17
|
An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.
|
|
|
13.18
|
The instrument must be in writing and signed in one of the following ways:
|
|
|
(b)
|
by the Member's authorised attorney; or
|
|
|
(c)
|
if the Member is a corporation or other body corporate, under seal or signed by an authorised officer,
secretary or attorney.
|
If the directors so resolve, the Company
may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about
authentication of Electronic Records.
|
|
13.19
|
The directors may require the production of any evidence which they consider necessary to determine the
validity of any appointment of a proxy.
|
|
|
13.20
|
A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance
with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy
before the directors of the Company had actual notice of the revocation.
|
How and when proxy is to be delivered
|
|
13.21
|
Subject to the following Articles, the form of appointment of a proxy and any authority under which it
is signed (or a copy of the authority certified notarially or in any other way approved by the directors) must be delivered so that it
is received by the Company at any time before the time for holding the meeting or adjourned meeting at which the person named in the form
of appointment of proxy proposes to vote. They must be delivered in either of the following ways:
|
|
|
(a)
|
In the case of an instrument in writing, it must be left at or sent by post:
|
|
|
(i)
|
to the registered office of the Company; or
|
|
|
(ii)
|
to such other place within the Islands specified in the notice convening the meeting or in any form of
appointment of proxy sent out by the Company in relation to the meeting.
|
|
|
(b)
|
If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an
Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address
for that purpose is specified:
|
|
|
(i)
|
in the notice convening the meeting; or
|
|
|
(ii)
|
in any form of appointment of a proxy sent out by the Company in relation to the meeting; or
|
|
|
(iii)
|
in any invitation to appoint a proxy issued by the Company in relation to the meeting.
|
|
|
13.22
|
Where a poll is taken:
|
|
|
(a)
|
if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and
any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less
than 24 hours before the time appointed for the taking of the poll;
|
|
|
(b)
|
but if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy
and any accompanying authority (or an Electronic Record of the same) must be e delivered as required under the preceding Article not
less than two hours before the time appointed for the taking of the poll.
|
|
|
13.23
|
If the form of appointment of proxy is not delivered on time, it is invalid.
|
Voting by proxy
|
|
13.24
|
A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had
except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may
attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless
in respect of different Shares, shall be invalid.
|
|
|
14.1
|
Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the
maximum number shall be ten. There shall be no directors, however, until the first director is or the first directors are appointed by
the subscriber or subscribers to the Memorandum.
|
|
|
15
|
Appointment, disqualification and removal of directors
|
First directors
|
|
15.1
|
The first directors shall be appointed in writing by the subscriber or subscribers to the Memorandum.
|
No age limit
|
|
15.2
|
There is no age limit for directors save that they must be aged at least 18 years.
|
Corporate directors
|
|
15.3
|
Unless prohibited by law, a body corporate may be a director. If a body corporate is a director, the Articles
about representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about directors' meetings.
|
No shareholding qualification
|
|
15.4
|
Unless a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be
required to own Shares as a condition of his appointment.
|
Appointment of directors
|
|
15.5
|
A director may be appointed by Ordinary Resolution or by the directors. Any appointment may be to fill
a vacancy or as an additional director.
|
|
|
15.6
|
Notwithstanding the other provisions of these Articles, in any case where, as a result of death, the Company
has no directors and no shareholders, the personal representatives of the last shareholder to have died have the power, by notice in writing
to the Company, to appoint a person to be a director. For the purpose of this Article:
|
|
|
(a)
|
where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a
younger shareholder is deemed to have survived an older shareholder;
|
|
|
(b)
|
if the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company
(whether by way of specific gift, as part of the residuary estate, or otherwise):
|
|
|
(i)
|
the expression personal representatives of the last shareholder means:
|
|
|
(A)
|
until a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman
Islands, all of the executors named in that will who are living at the time the power of appointment under this Article is exercised;
and
|
|
|
(B)
|
after such grant of probate has been obtained, only such of those executors who have proved that will;
|
|
|
(ii)
|
without derogating from section 3(1) of the Succession Act (Revised), the executors named in that
will may exercise the power of appointment under this Article without first obtaining a grant of probate.
|
|
|
15.7
|
A remaining director may appoint a director even though there is not a quorum of directors.
|
|
|
15.8
|
No appointment can cause the number of directors to exceed the maximum; and any such appointment shall
be invalid.
|
Removal of directors
|
|
15.9
|
A director may be removed by Ordinary Resolution.
|
Resignation of directors
|
|
15.10
|
A director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant
to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.
|
|
|
15.11
|
Unless the notice specifies a different date, the director shall be deemed to have resigned on the date
that the notice is delivered to the Company.
|
Termination of the office of director
|
|
15.12
|
A director's office shall be terminated forthwith if:
|
|
|
(a)
|
he is prohibited by the law of the Islands from acting as a director; or
|
|
|
(b)
|
he is made bankrupt or makes an arrangement or composition with his creditors generally; or
|
|
|
(c)
|
in the opinion of a registered medical practitioner by whom he is being treated he becomes physically
or mentally incapable of acting as a director; or
|
|
|
(d)
|
he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise;
or
|
|
|
(e)
|
without the consent of the other directors, he is absent from meetings of directors for a continuous period
of six months.
|
Appointment and removal
|
|
16.1
|
Any director may appoint any other person, including another director, to act in his place as an alternate
director. No appointment shall take effect until the director has given notice of the appointment to the other directors. Such notice
must be given to each other director by either of the following methods:
|
|
|
(a)
|
by notice in writing in accordance with the notice provisions;
|
|
|
(b)
|
if the other director has an email address, by emailing to that address a scanned copy of the notice as
a PDF attachment (the PDF version being deemed to be the notice unless Article 31.7 applies), in which event notice shall be taken
to be given on the date of receipt by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email
address of more than one director (and to the email address of the Company pursuant to Article 16.4(c)).
|
|
|
16.2
|
Without limitation to the preceding Article, a director may appoint an alternate for a particular meeting
by sending an email to his fellow directors informing them that they are to take such email as notice of such appointment for such meeting.
Such appointment shall be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance
with Article 16.4.
|
|
|
16.3
|
A director may revoke his appointment of an alternate at any time. No revocation shall take effect until
the director has given notice of the revocation to the other directors. Such notice must be given by either of the methods specified in
Article 15.1.
|
|
|
16.4
|
A notice of appointment or removal of an alternate director must also be given to the Company by any of
the following methods:
|
|
|
(a)
|
by notice in writing in accordance with the notice provisions;
|
|
|
(b)
|
if the Company has a facsimile address for the time being, by sending by facsimile transmission to that
facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company's registered
office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 31.7 applies), in which
event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine;
|
|
|
(c)
|
if the Company has an email address for the time being, by emailing to that email address a scanned copy
of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company's registered office a scanned
copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 31.7 applies),
in which event notice shall be taken to be given on the date of receipt by the Company or the Company's registered office (as appropriate)
in readable form; or
|
|
|
(d)
|
if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered
in accordance with those provisions in writing.
|
Notices
|
|
16.5
|
All notices of meetings of directors shall continue to be given to the appointing director and not to
the alternate.
|
Rights of alternate director
|
|
16.6
|
An alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee
of the directors at which the appointing director is not personally present, and generally to perform all the functions of the appointing
director in his absence.
|
|
|
16.7
|
For the avoidance of doubt:
|
|
|
(a)
|
if another director has been appointed an alternate director for one or more directors, he shall be entitled
to a separate vote in his own right as a director and in right of each other director for whom he has been appointed an alternate; and
|
|
|
(b)
|
if a person other than a director has been appointed an alternate director for more than one director,
he shall be entitled to a separate vote in right of each director for whom he has been appointed an alternate.
|
|
|
16.8
|
An alternate director, however, is not entitled to receive any remuneration from the Company for services
rendered as an alternate director.
|
Appointment ceases when the appointor ceases
to be a director
|
|
16.9
|
An alternate director shall cease to be an alternate director if the director who appointed him ceases
to be a director.
|
Status of alternate director
|
|
16.10
|
An alternate director shall carry out all functions of the director who made the appointment.
|
|
|
16.11
|
Save where otherwise expressed, an alternate director shall be treated as a director under these Articles.
|
|
|
16.12
|
An alternate director is not the agent of the director appointing him.
|
|
|
16.13
|
An alternate director is not entitled to any remuneration for acting as alternate director.
|
Status of the director making the appointment
|
|
16.14
|
A director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.
|
Powers of directors
|
|
17.1
|
Subject to the provisions of the Law, the Memorandum and these Articles, the business of the Company shall
be managed by the directors who may for that purpose exercise all the powers of the Company.
|
|
|
17.2
|
No prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these
Articles. However, to the extent allowed by the Law, Members may by Special Resolution validate any prior or future act of the directors
which would otherwise be in breach of their duties.
|
Appointments to office
|
|
17.3
|
The directors may appoint a director:
|
|
|
(a)
|
as chairman of the board of directors;
|
|
|
(b)
|
as managing director;
|
|
|
(c)
|
to any other executive office
|
for such period and on such terms, including
as to remuneration, as they think fit.
|
|
17.4
|
The appointee must consent in writing to holding that office.
|
|
|
17.5
|
Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.
|
|
|
17.6
|
If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select
its own chairman; or the directors may nominate one of their number to act in place of the chairman should he ever not be available.
|
|
|
17.7
|
Subject to the provisions of the Law, the directors may also appoint any person, who need not be a director:
|
|
|
(b)
|
to any office that may be required
|
for such period and on such terms, including
as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.
|
|
17.8
|
The Secretary or Officer must consent in writing to holding that office.
|
|
|
17.9
|
A director, Secretary or other Officer of the Company may not the hold the office, or perform the services,
of auditor.
|
Remuneration
|
|
17.10
|
Every director may be remunerated by the Company for the services he provides for the benefit of the Company,
whether as director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in the Company's business including
attendance at directors' meetings.
|
|
|
17.11
|
A director's remuneration shall be fixed by the Company by Ordinary Resolution. Unless that resolution
provides otherwise, the remuneration shall be deemed to accrue from day to day.
|
|
|
17.12
|
Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or
sickness benefits, whether to the director or to any other person connected to or related to him.
|
|
|
17.13
|
Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration
or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.
|
Disclosure of information
|
|
17.14
|
The directors may release or disclose to a third party any information regarding the affairs of the Company,
including any information contained in the register of members relating to a Member, (and they may authorise any director, Officer or
other authorised agent of the Company to release or disclose to a third party any such information in his possession) if:
|
|
|
(a)
|
the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction
to which the Company is subject; or
|
|
|
(b)
|
such disclosure is in compliance with the rules of any stock exchange upon which the Company's shares
are listed; or
|
|
|
(c)
|
such disclosure is in accordance with any contract entered into by the Company; or
|
|
|
(d)
|
the directors are of the opinion such disclosure would assist or facilitate the Company’s operations.
|
Power to delegate any of the directors' powers
to a committee
|
|
18.1
|
The directors may delegate any of their powers to any committee consisting of one or more persons who
need not be Members. Persons on the committee may include non-directors so long as the majority of those persons are directors.
|
|
|
18.2
|
The delegation may be collateral with, or to the exclusion of, the directors' own powers.
|
|
|
18.3
|
The delegation may be on such terms as the directors think fit, including provision for the committee
itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will.
|
|
|
18.4
|
Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the
taking of decisions by directors.
|
Power to appoint an agent of the Company
|
|
18.5
|
The directors may appoint any person, either generally or in respect of any specific matter, to be the
agent of the Company with or without authority for that person to delegate all or any of that person's powers. The directors may make
that appointment:
|
|
|
(a)
|
by causing the Company to enter into a power of attorney or agreement; or
|
|
|
(b)
|
in any other manner they determine.
|
Power to appoint an attorney or authorised
signatory of the Company
|
|
18.6
|
The directors may appoint any person, whether nominated directly or indirectly by the directors, to be
the attorney or the authorised signatory of the Company. The appointment may be:
|
|
|
(b)
|
with the powers, authorities and discretions;
|
|
|
(d)
|
subject to such conditions
|
as they think fit. The powers, authorities
and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do
so by power of attorney or any other manner they think fit.
|
|
18.7
|
Any power of attorney or other appointment may contain such provision for the protection and convenience
for persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may
also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.
|
Power to appoint a proxy
|
|
18.8
|
Any director may appoint any other person, including another director, to represent him at any meeting
of the directors. If a director appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of
the appointing director.
|
|
|
18.9
|
Articles 16.1 to 16.4 inclusive (relating to the appointment by directors of alternate directors) apply,
mutatis mutandis, to the appointment of proxies by directors.
|
|
|
18.10
|
A proxy is an agent of the director appointing him and is not an officer of the Company.
|
Regulation of directors' meetings
|
|
19.1
|
Subject to the provisions of these Articles, the directors may regulate their proceedings as they think
fit.
|
Calling meetings
|
|
19.2
|
Any director may call a meeting of directors at any time. The Secretary, if any, must call a meeting of
the directors if requested to do so by a director.
|
Notice of meetings
|
|
19.3
|
Every director shall be given notice of a meeting, although a director may waive retrospectively the requirement
to be given notice. Notice may be oral.
|
Period of notice
|
|
19.4
|
At least five Clear Days’ notice of a meeting of directors must be given to directors. But a meeting
may be convened on shorter notice with the consent of all directors.
|
Use of technology
|
|
19.5
|
A director may participate in a meeting of directors through the medium of conference telephone, video
or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other
throughout the meeting.
|
|
|
19.6
|
A director participating in this way is deemed to be present in person at the meeting.
|
Place of meetings
|
|
19.7
|
If all the directors participating in a meeting are not in the same place, they may decide that the meeting
is to be treated as taking place wherever any of them is.
|
Quorum
|
|
19.8
|
The quorum for the transaction of business at a meeting of directors shall be two unless the directors
fix some other number or unless the Company has only one director.
|
Voting
|
|
19.9
|
A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal
the chairman may, if he wishes, exercise a casting vote.
|
Validity
|
|
19.10
|
Anything done at a meeting of directors is unaffected by the fact that it is later discovered that any
person was not properly appointed, or had ceased to be a director, or was otherwise not entitled to vote.
|
Recording of dissent
|
|
19.11
|
A director present at a meeting of directors shall be presumed to have assented to any action taken at
that meeting unless:
|
|
|
(a)
|
his dissent is entered in the minutes of the meeting; or
|
|
|
(b)
|
he has filed with the meeting before it is concluded signed dissent from that action; or
|
|
|
(c)
|
he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.
|
A director who votes in favour of an
action is not entitled to record his dissent to it.
Written resolutions
|
|
19.12
|
The directors may pass a resolution in writing without holding a meeting if all directors sign a document
or sign several documents in the like form each signed by one or more of those directors.
|
|
|
19.13
|
Despite the foregoing, a resolution in writing signed by a validly appointed alternate director or by
a validly appointed proxy need not also be signed by the appointing director. But if a written resolution is signed personally by the
appointing director, it need not also be signed by his alternate or proxy.
|
|
|
19.14
|
Such written resolution shall be as effective as if it had been passed at a meeting of the directors duly
convened and held; and it shall be treated as having been passed on the day and at the time that the last director signs.
|
Sole director's minute
|
|
19.15
|
Where a sole director signs a minute recording his decision on a question, that record shall constitute
the passing of a resolution in those terms.
|
|
|
20
|
Permissible directors' interests and disclosure
|
Permissible interests subject to disclosure
|
|
20.1
|
Save as expressly permitted by these Articles or as set out below, a director may not have a direct or
indirect interest or duty which conflicts or may possibly conflict with the interests of the Company.
|
|
|
20.2
|
If, notwithstanding the prohibition in the preceding Article, a director discloses to his fellow directors
the nature and extent of any material interest or duty in accordance with the next Article, he may:
|
|
|
(a)
|
be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which
the Company is or may otherwise be interested;
|
|
|
(b)
|
be interested in another body corporate promoted by the Company or in which the Company is otherwise interested.
In particular, the director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement
with, or otherwise interested in, that other body corporate.
|
|
|
20.3
|
Such disclosure may be made at a meeting at a meeting of the board or otherwise (and, if otherwise, it
must be made in writing). The director must disclose the nature and extent of his direct or indirect interest in or duty in relation to
a transaction or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest.
|
|
|
20.4
|
If a director has made disclosure in accordance with the preceding Article, then he shall not, by reason
only of his office, be accountable to the Company for any benefit that he derives from any such transaction or arrangement or from any
such office or employment or from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be
avoided on the ground of any such interest or benefit.
|
Notification of interests
|
|
20.5
|
For the purposes of the preceding Articles:
|
|
|
(a)
|
a general notice that a director gives to the other directors that he is to be regarded as having an interest
of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is
interested shall be deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and
extent so specified; and
|
|
|
(b)
|
an interest of which a director has no knowledge and of which it is unreasonable to expect him to have
knowledge shall not be treated as an interest of his.
|
|
|
20.6
|
A director shall not be treated as having an interest in a transaction or arrangement if he has no knowledge
of that interest and it is unreasonable to expect the director to have that knowledge.
|
Voting where a director is interested in a
matter
|
|
20.7
|
A director may vote at a meeting of directors on any resolution concerning a matter in which that director
has an interest or duty, whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles.
The director shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall
be counted.
|
|
|
20.8
|
Where proposals are under consideration concerning the appointment of two or more directors to offices
or employment with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in
relation to each director separately and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect
of each resolution except that concerning his or her own appointment.
|
|
|
21.1
|
The Company shall cause minutes to be made in books kept for the purpose in accordance with the Law.
|
Accounting and other records
|
|
22.1
|
The directors must ensure that proper accounting and other records are kept, and that accounts and associated
reports are distributed in accordance with the requirements of the Law.
|
No automatic right of inspection
|
|
22.2
|
Members are only entitled to inspect the Company's records if they are expressly entitled to do so by
law, or by resolution made by the directors or passed by Ordinary Resolution.
|
Sending of accounts and reports
|
|
22.3
|
The Company's accounts and associated directors' report or auditor's report that are required or permitted
to be sent to any person pursuant to any law shall be treated as properly sent to that person if:
|
|
|
(a)
|
they are sent to that person in accordance with the notice provisions: or
|
|
|
(b)
|
they are published on a website providing that person is given separate notice of:
|
|
|
(i)
|
the fact that publication of the documents has been published on the website;
|
|
|
(ii)
|
the address of the website; and
|
|
|
(iii)
|
the place on the website where the documents may be accessed; and
|
|
|
(iv)
|
how they may be accessed.
|
|
|
22.4
|
If, for any reason, a person notifies the Company that he is unable to access the website, the Company
must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not
affect when that person is taken to have received the documents under the next Article.
|
Time of receipt if documents are published
on a website
|
|
22.5
|
Documents sent by being published on a website in accordance with the preceding two Articles are only
treated as sent at least five Clear Days before the date of the meeting at which they are to be laid if:
|
|
|
(a)
|
the documents are published on the website throughout a period beginning at least five Clear Days before
the date of the meeting and ending with the conclusion of the meeting; and
|
|
|
(b)
|
the person is given at least five Clear Days' notice of the hearing.
|
Validity despite accidental error in publication
on website
|
|
22.6
|
If, for the purpose of a meeting, documents are sent by being published on a website in accordance with
the preceding Articles, the proceedings at that meeting are not invalidated merely because:
|
|
|
(a)
|
those documents are, by accident, published in a different place on the website to the place notified;
or
|
|
|
(b)
|
they are published for part only of the period from the date of notification until the conclusion of that
meeting.
|
When accounts are to be audited
|
|
22.7
|
Unless the directors or the Members, by Ordinary Resolution, so resolve or unless the Law so requires,
the Company's accounts will not be audited. If the Members so resolve, the Company's accounts shall be audited in the manner determined
by Ordinary Resolution. Alternatively, if the directors so resolve, they shall be audited in the manner they determine.
|
Unless the directors otherwise specify,
the financial year of the Company:
|
|
(a)
|
shall end on 31st December in the year of its incorporation and each following year; and
|
|
|
(b)
|
shall begin when it was incorporated and on 1st January each following year.
|
Except to the extent of any conflicting
rights attached to Shares, the directors may fix any time and date as the record date for declaring or paying a dividend or making or
issuing an allotment of Shares. The record date may be before or after the date on which a dividend, allotment or issue is declared, paid
or made.
Declaration of dividends by Members
|
|
25.1
|
Subject to the provisions of the Law, the Company may by Ordinary Resolution declare dividends in accordance
with the respective rights of the Members but no dividend shall exceed the amount recommended by the directors.
|
Payment of interim dividends and declaration
of final dividends by directors
|
|
25.2
|
The directors may pay interim dividends or declare final dividends in accordance with the respective rights
of the Members if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully
be paid.
|
|
|
25.3
|
Subject to the provisions of the Law, in relation to the distinction between interim dividends and final
dividends, the following applies:
|
|
|
(a)
|
Upon determination to pay a dividend or dividends described as interim by the directors in the dividend
resolution, no debt shall be created by the declaration until such time as payment is made.
|
|
|
(b)
|
Upon declaration of a dividend or dividends described as final by the directors in the dividend resolution,
a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the
resolution.
|
If the resolution fails to specify whether
a dividend is final or interim, it shall be assumed to be interim.
|
|
25.4
|
In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the
following applies:
|
|
|
(a)
|
If the share capital is divided into different classes, the directors may pay dividends on Shares which
confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to
dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential
dividend is in arrears.
|
|
|
(b)
|
The directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears
to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment.
|
|
|
(c)
|
If the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring
preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred
rights.
|
Apportionment of dividends
|
|
25.5
|
Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid
according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately
to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued
on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.
|
Right of set off
|
|
25.6
|
The directors may deduct from a dividend or any other amount payable to a person in respect of a Share
any amount due by that person to the Company on a call or otherwise in relation to a Share.
|
Power to pay other than in cash
|
|
25.7
|
If the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied
wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the directors may settle that
difficulty in any way they consider appropriate. For example, they may do any one or more of the following:
|
|
|
(a)
|
issue fractional Shares;
|
|
|
(b)
|
fix the value of assets for distribution and make cash payments to some Members on the footing of the
value so fixed in order to adjust the rights of Members; and
|
|
|
(c)
|
vest some assets in trustees.
|
How payments may be made
|
|
25.8
|
A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:
|
|
|
(a)
|
if the Member holding that Share or other person entitled to that Share nominates a bank account for that
purpose - by wire transfer to that bank account; or
|
|
|
(b)
|
by cheque or warrant sent by post to the registered address of the Member holding that Share or other
person entitled to that Share.
|
|
|
25.9
|
For the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in
an Electronic Record and the bank account nominated may be the bank account of another person. For the purpose of paragraph (b) of
the preceding Article, subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding
that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment
of the cheque or warrant shall be a good discharge to the Company.
|
|
|
25.10
|
If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason
of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that
Share may be paid as follows:
|
|
|
(a)
|
to the registered address of the Joint Holder of the Share who is named first on the register of members
or to the registered address of the deceased or bankrupt holder, as the case may be; or
|
|
|
(b)
|
to the address or bank account of another person nominated by the Joint Holders, whether that nomination
is in writing or in an Electronic Record.
|
|
|
25.11
|
Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect
of that Share.
|
Dividends or other moneys not to bear interest
in absence of special rights
|
|
25.12
|
Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company
in respect of a Share shall bear interest.
|
Dividends unable to be paid or unclaimed
|
|
25.13
|
If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or
both, the directors may pay it into a separate account in the Company's name. If a dividend is paid into a separate account, the Company
shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.
|
|
|
25.14
|
A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited
to, and shall cease to remain owing by, the Company.
|
|
|
26
|
Capitalisation of profits
|
Capitalisation of profits or of any share premium
account or capital redemption reserve
|
|
26.1
|
The directors may resolve to capitalise:
|
|
|
(a)
|
any part of the Company's profits not required for paying any preferential dividend (whether or not those
profits are available for distribution); or
|
|
|
(b)
|
any sum standing to the credit of the Company's share premium account or capital redemption reserve, if
any.
|
The amount resolved to be capitalised
must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions.
The benefit to each Member so entitled must be given in either or both of the following ways:
|
|
(c)
|
by paying up the amounts unpaid on that Member's Shares;
|
|
|
(d)
|
by issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that
Member directs. The directors may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares)
rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain partly paid.
|
Applying an amount for the benefit of members
|
|
26.2
|
The amount capitalised must be applied to the benefit of Members in the proportions to which the Members
would have been entitled to dividends if the amount capitalised had been distributed as a dividend.
|
|
|
26.3
|
Subject to the Law, if a fraction of a Share, a debenture, or other security is allocated to a Member,
the directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.
|
Directors to maintain share premium account
|
|
27.1
|
The directors shall establish a share premium account in accordance with the Law. They shall carry to
the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital
contributed or such other amounts required by the Law.
|
Debits to share premium account
|
|
27.2
|
The following amounts shall be debited to any share premium account:
|
|
|
(a)
|
on the redemption or purchase of a Share, the difference between the nominal value of that Share and the
redemption or purchase price; and
|
|
|
(b)
|
any other amount paid out of a share premium account as permitted by the Law.
|
|
|
27.3
|
Notwithstanding the preceding Article, on the redemption or purchase of a Share, the directors may pay
the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted
by the Law, out of capital.
|
Company seal
|
|
28.1
|
The Company may have a seal if the directors so determine.
|
Duplicate seal
|
|
28.2
|
Subject to the provisions of the Law, the Company may also have a duplicate seal or seals for use in any
place or places outside the Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the directors
so determine, a duplicate seal shall have added on its face the name of the place where it is to be used.
|
When and how seal is to be used
|
|
28.3
|
A seal may only be used by the authority of the directors. Unless the directors otherwise determine, a
document to which a seal is affixed must be signed in one of the following ways:
|
|
|
(a)
|
by a director (or his alternate) and the Secretary; or
|
|
|
(b)
|
by a single director (or his alternate).
|
If no seal is adopted or used
|
|
28.4
|
If the directors do not adopt a seal, or a seal is not used, a document may be executed in the following
manner:
|
|
|
(a)
|
by a director (or his alternate) and the Secretary; or
|
|
|
(b)
|
by a single director (or his alternate); or
|
|
|
(c)
|
in any other manner permitted by the Law.
|
Power to allow non-manual signatures and facsimile
printing of seal
|
|
28.5
|
The directors may determine that either or both of the following applies:
|
|
|
(a)
|
that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method
or system of reproduction;
|
|
|
(b)
|
that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.
|
Validity of execution
|
|
28.6
|
If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded
as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document
or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.
|
Indemnity
|
|
29.1
|
To the extent permitted by law, the Company shall indemnify each existing or former Secretary, director
(including alternate director), and other Officer of the Company (including an investment adviser or an administrator or liquidator) and
their personal representatives against:
|
|
|
(a)
|
all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained
by the existing or former Secretary or Officer in or about the conduct of the Company's business or affairs or in the execution or discharge
of the existing or former Secretary's or Officer's duties, powers, authorities or discretions; and
|
|
|
(b)
|
without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing
or former Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings
(whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Islands or elsewhere.
|
No such existing or former Secretary
or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.
|
|
29.2
|
To the extent permitted by law, the Company may make a payment, or agree to make a payment, whether by
way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary or Officer of the Company in respect
of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary or
Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary or that
Officer for those legal costs.
|
Release
|
|
29.3
|
To the extent permitted by law, the Company may by Special Resolution release any existing or former director
(including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation
which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office;
but there may be no release from liability arising out of or in connection with that person's own dishonesty.
|
Insurance
|
|
29.4
|
To the extent permitted by law, the Company may pay, or agree to pay, a premium in respect of a contract
insuring each of the following persons against risks determined by the directors, other than liability arising out of that person's own
dishonesty:
|
|
|
(a)
|
an existing or former director (including alternate director), Secretary or Officer or auditor of:
|
|
|
(ii)
|
a company which is or was a subsidiary of the Company;
|
|
|
(iii)
|
a company in which the Company has or had an interest (whether direct or indirect); and
|
|
|
(b)
|
a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred
to in paragraph (a) is or was interested.
|
Form of notices
|
|
30.1
|
Save where these Articles provide otherwise, any notice to be given to or by any person pursuant to these
Articles shall be:
|
|
|
(a)
|
in writing signed by or on behalf of the giver in the manner set out below for written notices; or
|
|
|
(b)
|
subject to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic
Signature and authenticated in accordance with Articles about authentication of Electronic Records; or
|
|
|
(c)
|
where these Articles expressly permit, by the Company by means of a website.
|
Electronic communications
|
|
30.2
|
Without limitation to Articles 16.1 to 16.4 inclusive (relating to the appointment and removal by directors
of alternate directors) and to Articles 18.8 to 18.10 inclusive (relating to the appointment by directors of proxies), a notice may only
be given to the Company in an Electronic Record if:
|
|
|
(a)
|
the directors so resolve;
|
|
|
(b)
|
the resolution states how an Electronic Record may be given and, if applicable, specifies an email address
for the Company; and
|
|
|
(c)
|
the terms of that resolution are notified to the Members for the time being and, if applicable, to those
directors who were absent from the meeting at which the resolution was passed.
|
If the resolution is revoked or varied,
the revocation or variation shall only become effective when its terms have been similarly notified.
|
|
30.3
|
A notice may not be given by Electronic Record to a person other than the Company unless the recipient
has notified the giver of an Electronic address to which notice may be sent.
|
Persons authorised to give notices
|
|
30.4
|
A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company
or a Member by a director or company secretary of the Company or a Member.
|
Delivery of written notices
|
|
30.5
|
Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient,
or left at (as appropriate) the Member's or director's registered address or the Company's registered office, or posted to that registered
address or registered office.
|
Joint holders
|
|
30.6
|
Where Members are joint holders of a Share, all notices shall be given to the Member whose name first
appears in the register of members.
|
Signatures
|
|
30.7
|
A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in
such a way as to indicate its execution or adoption by the giver.
|
|
|
30.8
|
An Electronic Record may be signed by an Electronic Signature.
|
Evidence of transmission
|
|
30.9
|
A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating
the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.
|
|
|
30.10
|
A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing
the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.
|
Giving notice to a deceased or bankrupt Member
|
|
30.11
|
A notice may be given by the Company to the persons entitled to a Share in consequence of the death or
bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed
to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address,
if any, supplied for that purpose by the persons claiming to be so entitled.
|
|
|
30.12
|
Until such an address has been supplied, a notice may be given in any manner in which it might have been
given if the death or bankruptcy had not occurred.
|
Date of giving notices
|
|
30.13
|
A notice is given on the date identified in the following table.
|
|
Method for giving notices
|
|
When taken to be given
|
|
Personally
|
|
At the time and date of delivery
|
|
By leaving it at the member's registered address
|
|
At the time and date it was left
|
|
If the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient
|
|
48 hours after it was posted
|
|
If the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient
|
|
7 Clear Days after posting
|
|
By Electronic Record (other than publication on a website), to recipient's Electronic address
|
|
Within 24 hours after it was sent
|
|
By publication on a website
|
|
See the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website
|
Saving provision
|
|
30.14
|
None of the preceding notice provisions shall derogate from the Articles about the delivery of written
resolutions of directors and written resolutions of Members.
|
|
|
31
|
Authentication of Electronic Records
|
Application of Articles
|
|
31.1
|
Without limitation to any other provision of these Articles, any notice, written resolution or other document
under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company,
shall be deemed to be authentic if either Article 31.2 or Article 31.4 applies.
|
Authentication of documents sent by Members
by Electronic means
|
|
31.2
|
An Electronic Record of a notice, written resolution or other document sent by Electronic means by or
on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:
|
|
|
(a)
|
the Member or each Member, as the case may be, signed the original document, and for this purpose Original
Document includes several documents in like form signed by one or more of those Members; and
|
|
|
(b)
|
the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of,
that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and
|
|
|
(c)
|
Article 31.7 does not apply.
|
|
|
31.3
|
For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution,
or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall
be deemed to be the written resolution of that Member unless Article 31.7 applies.
|
Authentication of document sent by the Secretary
or Officers of the Company by Electronic means
|
|
31.4
|
An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary
or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:
|
|
|
(a)
|
the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for
this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers;
and
|
|
|
(b)
|
the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of,
the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and
|
|
|
(c)
|
Article 31.7 does not apply.
|
This Article applies whether the
document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.
|
|
31.5
|
For example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned,
as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall
be deemed to be the written resolution of that director unless Article 31.7 applies.
|
Manner of signing
|
|
31.6
|
For the purposes of these Articles about the authentication of Electronic Records, a document will be
taken to be signed if it is signed manually or in any other manner permitted by these Articles.
|
Saving provision
|
|
31.7
|
A notice, written resolution or other document under these Articles will not be deemed to be authentic
if the recipient, acting reasonably:
|
|
|
(a)
|
believes that the signature of the signatory has been altered after the signatory had signed the original
document; or
|
|
|
(b)
|
believes that the original document, or the Electronic Record of it, was altered, without the approval
of the signatory, after the signatory signed the original document; or
|
|
|
(c)
|
otherwise doubts the authenticity of the Electronic Record of the document
|
and the recipient promptly gives notice
to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity
of the Electronic Record in any way the sender thinks fit.
|
|
32
|
Transfer by way of continuation
|
|
|
32.1
|
The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction
outside:
|
|
|
(b)
|
such other jurisdiction in which it is, for the time being, incorporated, registered or existing.
|
|
|
32.2
|
To give effect to any resolution made pursuant to the preceding Article, the directors may cause the following:
|
|
|
(a)
|
an application be made to the Registrar of Companies to deregister the Company in the Islands or in the
other jurisdiction in which it is for the time being incorporated, registered or existing; and
|
|
|
(b)
|
all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation
of the Company.
|
Distribution of assets in specie
|
|
33.1
|
If the Company is wound up, the Members may, subject to these Articles and any other sanction required
by the Law, pass a Special Resolution allowing the liquidator to do either or both of the following:
|
|
|
(a)
|
to divide in specie among the Members the whole or any part of the assets of the Company and, for that
purpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members;
|
|
|
(b)
|
to vest the whole or any part of the assets in trustees for the benefit of Members and those liable to
contribute to the winding up.
|
No obligation to accept liability
|
|
33.2
|
No Member shall be compelled to accept any assets if an obligation attaches to them.
|
The directors are authorised to present a winding
up petition
|
|
33.3
|
The directors have the authority to present a petition for the winding up of the Company to the Grand
Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.
|
|
|
34
|
Amendment of Memorandum and Articles
|
Power to change name or amend Memorandum
|
|
34.1
|
Subject to the Law, the Company may, by Special Resolution:
|
|
|
(b)
|
change the provisions of its Memorandum with respect to its objects, powers or any other matter specified
in the Memorandum.
|
Power to amend these Articles
|
|
34.2
|
Subject to the Law and as provided in these Articles, the Company may, by Special Resolution, amend these
Articles in whole or in part.
|
Dated the 02 July, 2021.
|
Name and address of Subscriber
|
Number of shares taken
|
Signature
|
|
Ogier Global Subscriber (Cayman)
Limited
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
|
1 Class B Ordinary Share
|
per:_________________________
Name: Cathlin Rossiter
Authorised Signatory
|
|
Witness to above signature
|
_________________________
Name: Kayla Thompson
Ogier Global Subscriber (Cayman)
Limited
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
Occupation: Administrator
|
Exhibit 3.2
Dated [●] 2021
Companies Act (Revised)
Company Limited by Shares
AMENDED
AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
THE GROWTH FOR GOOD ACQUISITION
CORPORATION
(Adopted by special resolution
on [●] 2021)
Companies Act (Revised)
Company Limited by Shares
Amended and Restated
Memorandum of Association
of
The Growth for Good Acquisition Corporation
(Adopted by special resolution on [●] 2021)
|
|
1
|
The name of the Company is The Growth for Good Acquisition Corporation.
|
|
|
2
|
The Company's registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus
Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time
decide.
|
|
|
3
|
The Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the
Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.
|
|
|
4
|
The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section
27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity
irrespective of any question of corporate benefit.
|
|
|
5
|
Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses
without being duly licensed, namely:
|
|
|
(a)
|
the business of a bank or trust company without being licensed in that behalf under the Banks and Trust
Companies Act (Revised); or
|
|
|
(b)
|
insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent
or broker without being licensed in that behalf under the Insurance Act (Revised);or
|
|
|
(c)
|
the business of company management without being licensed in that behalf under the Companies Management
Act (Revised).
|
|
|
6
|
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance
of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands
and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.
|
|
|
7
|
The Company is a company limited by shares and accordingly the liability of each member is limited to
the amount (if any) unpaid on that member's shares.
|
|
|
8
|
The share capital of the Company is US$50,000 divided into 479,000,000 Class A Ordinary Shares of US$0.0001
each, 20,000,000 Class B Ordinary Shares of US$0.0001 and 1,000,000 preference Shares of US$0.0001 each. There is no limit on the number
of shares of any class which the Company is authorised to issue. However, subject to the Companies Act (Revised) and the Company's articles
of association, the Company has power to do any one or more of the following:
|
|
|
(a)
|
to redeem or repurchase any of its shares; and
|
|
|
(b)
|
to increase or reduce its capital; and
|
|
|
(c)
|
to issue any part of its capital (whether original, redeemed, increased or reduced):
|
|
|
(i)
|
with or without any preferential, deferred, qualified or special rights, privileges or conditions; or
|
|
|
(ii)
|
subject to any limitations or restrictions and unless the condition of issue expressly
declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or
|
|
|
(d)
|
to alter any of those rights, privileges, conditions, limitations or restrictions.
|
|
|
9
|
The Company has power to register by way of continuation as a body corporate limited by shares under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
|
Companies Act (Revised)
Company Limited by Shares
The Growth for Good Acquisition
Corporation
AMENDED
AND RESTATED
ARTICLES OF ASSOCIATION
(Adopted by special resolution passed on [●] 2021)
CONTENTS
|
1
|
Definitions, interpretation and exclusion of Table A
|
1
|
|
|
|
|
|
|
Definitions
|
1
|
|
|
|
|
|
|
Interpretation
|
5
|
|
|
|
|
|
|
Exclusion of Table A Articles
|
5
|
|
|
|
|
|
2
|
Shares
|
6
|
|
|
|
|
|
|
Power to issue Shares and options, with or without special rights
|
6
|
|
|
|
|
|
|
Power to issue fractions of a Share
|
7
|
|
|
|
|
|
|
Power to pay commissions and brokerage fees
|
7
|
|
|
|
|
|
|
Trusts not recognised
|
7
|
|
|
|
|
|
|
Power to vary class rights
|
8
|
|
|
|
|
|
|
Effect of new Share issue on existing class rights
|
8
|
|
|
|
|
|
|
Capital contributions without issue of further Shares
|
8
|
|
|
|
|
|
|
No bearer Shares or warrants
|
9
|
|
|
|
|
|
|
Treasury Shares
|
9
|
|
|
|
|
|
|
Rights attaching to Treasury Shares and related matters
|
9
|
|
|
|
|
|
3
|
Register of Members
|
10
|
|
|
|
|
|
4
|
Share certificates
|
10
|
|
|
|
|
|
|
Issue of share certificates
|
10
|
|
|
|
|
|
|
Renewal of lost or damaged share certificates
|
10
|
|
|
|
|
|
5
|
Lien on Shares
|
11
|
|
|
|
|
|
|
Nature and scope of lien
|
11
|
|
|
|
|
|
|
Company may sell Shares to satisfy lien
|
11
|
|
|
|
|
|
|
Authority to execute instrument of transfer
|
11
|
|
|
|
|
|
|
Consequences of sale of Shares to satisfy lien
|
12
|
|
|
|
|
|
|
Application of proceeds of sale
|
12
|
|
6
|
Calls on Shares and forfeiture
|
12
|
|
|
|
|
|
|
Power to make calls and effect of calls
|
12
|
|
|
|
|
|
|
Time when call made
|
13
|
|
|
|
|
|
|
Liability of joint holders
|
13
|
|
|
|
|
|
|
Interest on unpaid calls
|
13
|
|
|
|
|
|
|
Deemed calls
|
13
|
|
|
|
|
|
|
Power to accept early payment
|
13
|
|
|
|
|
|
|
Power to make different arrangements at time of issue of Shares
|
13
|
|
|
|
|
|
|
Notice of default
|
13
|
|
|
|
|
|
|
Forfeiture or surrender of Shares
|
14
|
|
|
|
|
|
|
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender
|
14
|
|
|
|
|
|
|
Effect of forfeiture or surrender on former Member
|
14
|
|
|
|
|
|
|
Evidence of forfeiture or surrender
|
15
|
|
|
|
|
|
|
Sale of forfeited or surrendered Shares
|
15
|
|
|
|
|
|
7
|
Transfer of Shares
|
15
|
|
|
|
|
|
|
Form of transfer
|
15
|
|
|
|
|
|
|
Power to refuse registration
|
15
|
|
|
|
|
|
|
Power to suspend registration
|
15
|
|
|
|
|
|
|
Company may retain instrument of transfer
|
16
|
|
|
|
|
|
8
|
Transmission of Shares
|
16
|
|
|
|
|
|
|
Persons entitled on death of a Member
|
16
|
|
|
|
|
|
|
Registration of transfer of a Share following death or bankruptcy
|
16
|
|
|
|
|
|
|
Indemnity
|
16
|
|
|
|
|
|
|
Rights of person entitled to a Share following death or bankruptcy
|
17
|
|
|
|
|
|
9
|
Alteration of capital
|
17
|
|
|
|
|
|
|
Increasing, consolidating, converting, dividing and cancelling share capital
|
17
|
|
|
|
|
|
|
Dealing with fractions resulting from consolidation of Shares
|
17
|
|
|
|
|
|
|
Reducing share capital
|
18
|
|
10
|
Redemption and purchase of own Shares
|
18
|
|
|
|
|
|
|
Power to issue redeemable Shares and to purchase own Shares
|
18
|
|
|
|
|
|
|
Power to pay for redemption or purchase in cash or in specie
|
18
|
|
|
|
|
|
|
Effect of redemption or purchase of a Share
|
19
|
|
|
|
|
|
11
|
Meetings of Members
|
19
|
|
|
|
|
|
|
Power to call meetings
|
19
|
|
|
|
|
|
|
Content of notice
|
20
|
|
|
|
|
|
|
Period of notice
|
21
|
|
|
|
|
|
|
Persons entitled to receive notice
|
21
|
|
|
|
|
|
|
Publication of notice on a website
|
21
|
|
|
|
|
|
|
Time a website notice is deemed to be given
|
21
|
|
|
|
|
|
|
Required duration of publication on a website
|
22
|
|
|
|
|
|
|
Accidental omission to give notice or non-receipt of notice
|
22
|
|
|
|
|
|
12
|
Proceedings at meetings of Members
|
22
|
|
|
|
|
|
|
Quorum
|
22
|
|
|
|
|
|
|
Lack of quorum
|
22
|
|
|
|
|
|
|
Use of technology
|
22
|
|
|
|
|
|
|
Chairman
|
23
|
|
|
|
|
|
|
Right of a director to attend and speak
|
23
|
|
|
|
|
|
|
Adjournment
|
23
|
|
|
|
|
|
|
Method of voting
|
23
|
|
|
|
|
|
|
Taking of a poll
|
23
|
|
|
|
|
|
|
Chairman's casting vote
|
24
|
|
|
|
|
|
|
Amendments to resolutions
|
24
|
|
|
|
|
|
|
Written resolutions
|
24
|
|
|
|
|
|
|
Sole-member company
|
25
|
|
13
|
Voting rights of Members
|
25
|
|
|
|
|
|
|
Right to vote
|
25
|
|
|
|
|
|
|
Rights of joint holders
|
25
|
|
|
|
|
|
|
Representation of corporate Members
|
25
|
|
|
|
|
|
|
Member with mental disorder
|
26
|
|
|
|
|
|
|
Objections to admissibility of votes
|
26
|
|
|
|
|
|
|
Form of proxy
|
26
|
|
|
|
|
|
|
How and when proxy is to be delivered
|
27
|
|
|
|
|
|
|
Voting by proxy
|
28
|
|
|
|
|
|
14
|
Number of directors
|
28
|
|
|
|
|
|
15
|
Appointment, disqualification and removal of directors
|
28
|
|
|
|
|
|
|
No age limit
|
28
|
|
|
|
|
|
|
Corporate directors
|
28
|
|
|
|
|
|
|
No shareholding qualification
|
28
|
|
|
|
|
|
|
Appointment and removal of directors
|
28
|
|
|
|
|
|
|
Resignation of directors
|
30
|
|
|
|
|
|
|
Termination of the office of director
|
30
|
|
|
|
|
|
16
|
Alternate directors
|
31
|
|
|
|
|
|
|
Appointment and removal
|
31
|
|
|
|
|
|
|
Notices
|
32
|
|
|
|
|
|
|
Rights of alternate director
|
32
|
|
|
|
|
|
|
Appointment ceases when the appointor ceases to be a director
|
32
|
|
|
|
|
|
|
Status of alternate director
|
32
|
|
|
|
|
|
|
Status of the director making the appointment
|
32
|
|
|
|
|
|
17
|
Powers of directors
|
33
|
|
|
|
|
|
|
Powers of directors
|
33
|
|
|
|
|
|
|
Appointments to office
|
33
|
|
|
Remuneration
|
34
|
|
|
|
|
|
|
Disclosure of information
|
34
|
|
|
|
|
|
18
|
Delegation of powers
|
34
|
|
|
|
|
|
|
Power to delegate any of the directors' powers to a committee
|
34
|
|
|
|
|
|
|
Power to appoint an agent of the Company
|
35
|
|
|
|
|
|
|
Power to appoint an attorney or authorised signatory of the Company
|
35
|
|
|
|
|
|
|
Power to appoint a proxy
|
35
|
|
|
|
|
|
19
|
Meetings of directors
|
35
|
|
|
|
|
|
|
Regulation of directors' meetings
|
35
|
|
|
|
|
|
|
Calling meetings
|
36
|
|
|
|
|
|
|
Notice of meetings
|
36
|
|
|
|
|
|
|
Period of notice
|
36
|
|
|
|
|
|
|
Use of technology
|
36
|
|
|
|
|
|
|
Place of meetings
|
36
|
|
|
|
|
|
|
Quorum
|
36
|
|
|
|
|
|
|
Voting
|
36
|
|
|
|
|
|
|
Validity
|
36
|
|
|
|
|
|
|
Recording of dissent
|
36
|
|
|
|
|
|
|
Written resolutions
|
37
|
|
|
|
|
|
|
Sole director's minute
|
37
|
|
|
|
|
|
20
|
Permissible directors' interests and disclosure
|
37
|
|
|
|
|
|
|
Permissible interests subject to disclosure
|
37
|
|
|
|
|
|
|
Notification of interests
|
38
|
|
|
|
|
|
|
Voting where a director is interested in a matter
|
38
|
|
|
|
|
|
21
|
Minutes
|
38
|
|
22
|
Accounts and audit
|
38
|
|
|
|
|
|
|
Accounting and other records
|
38
|
|
|
|
|
|
|
No automatic right of inspection
|
38
|
|
|
|
|
|
|
Sending of accounts and reports
|
39
|
|
|
|
|
|
|
Time of receipt if documents are published on a website
|
39
|
|
|
|
|
|
|
Validity despite accidental error in publication on website
|
39
|
|
|
|
|
|
|
Audit
|
39
|
|
|
|
|
|
23
|
Financial year
|
40
|
|
|
|
|
|
24
|
Record dates
|
40
|
|
|
|
|
|
25
|
Dividends
|
41
|
|
|
|
|
|
|
Declaration of dividends by Members
|
41
|
|
|
|
|
|
|
Payment of interim dividends and declaration of final dividends by directors
|
41
|
|
|
|
|
|
|
Apportionment of dividends
|
42
|
|
|
|
|
|
|
Right of set off
|
42
|
|
|
|
|
|
|
Power to pay other than in cash
|
42
|
|
|
|
|
|
|
How payments may be made
|
42
|
|
|
|
|
|
|
Dividends or other moneys not to bear interest in absence of special rights
|
43
|
|
|
|
|
|
|
Dividends unable to be paid or unclaimed
|
43
|
|
|
|
|
|
26
|
Capitalisation of profits
|
43
|
|
|
|
|
|
|
Capitalisation of profits or of any share premium account or capital redemption reserve
|
43
|
|
|
|
|
|
|
Applying an amount for the benefit of members
|
44
|
|
|
|
|
|
27
|
Share premium account
|
44
|
|
|
|
|
|
|
Directors to maintain share premium account
|
44
|
|
|
|
|
|
|
Debits to share premium account
|
44
|
|
|
|
|
|
28
|
Seal
|
44
|
|
|
|
|
|
|
Company seal
|
44
|
|
|
|
|
|
|
Duplicate seal
|
44
|
|
|
|
|
|
|
When and how seal is to be used
|
44
|
|
|
If no seal is adopted or used
|
45
|
|
|
|
|
|
|
Power to allow non-manual signatures and facsimile printing of seal
|
45
|
|
|
|
|
|
|
Validity of execution
|
45
|
|
|
|
|
|
29
|
Indemnity
|
45
|
|
|
|
|
|
|
Indemnity
|
45
|
|
|
|
|
|
|
Release
|
46
|
|
|
|
|
|
|
Insurance
|
46
|
|
|
|
|
|
|
Form of notices
|
46
|
|
|
|
|
|
|
Electronic communications
|
47
|
|
|
|
|
|
|
Persons authorised to give notices
|
47
|
|
|
|
|
|
|
Delivery of written notices
|
47
|
|
|
|
|
|
|
Joint holders
|
47
|
|
|
|
|
|
|
Signatures
|
47
|
|
|
|
|
|
|
Evidence of transmission
|
47
|
|
|
|
|
|
|
Giving notice to a deceased or bankrupt Member
|
48
|
|
|
|
|
|
|
Date of giving notices
|
48
|
|
|
|
|
|
|
Saving provision
|
48
|
|
|
|
|
|
30
|
Authentication of Electronic Records
|
49
|
|
|
|
|
|
|
Application of Articles
|
49
|
|
|
|
|
|
|
Authentication of documents sent by Members by Electronic means
|
49
|
|
|
|
|
|
|
Authentication of document sent by the Secretary or Officers of the Company by Electronic means
|
49
|
|
|
|
|
|
|
Manner of signing
|
50
|
|
|
|
|
|
|
Saving provision
|
50
|
|
|
|
|
|
31
|
Transfer by way of continuation
|
50
|
|
32
|
Winding up
|
51
|
|
|
|
|
|
|
Distribution of assets in specie
|
51
|
|
|
|
|
|
|
No obligation to accept liability
|
51
|
|
|
|
|
|
|
The directors are authorised to present a winding up petition
|
51
|
|
|
|
|
|
33
|
Amendment of Memorandum and Articles
|
51
|
|
|
|
|
|
|
Power to change name or amend Memorandum
|
51
|
|
|
|
|
|
|
Power to amend these Articles
|
51
|
|
|
|
|
|
34
|
Mergers and Consolidations
|
52
|
|
|
|
|
|
35
|
Class B Share Conversion
|
52
|
|
|
|
|
|
36
|
Business Combination
|
53
|
|
|
|
|
|
37
|
Certain Tax Filings
|
56
|
|
|
|
|
|
38
|
Business Opportunities
|
56
|
|
|
|
|
|
39
|
Exclusive Jurisdiction and Forum
|
57
|
Companies Act (Revised)
Company Limited by Shares
Amended & Restated Articles of Association
of
The Growth for Good Acquisition Corporation
(Adopted by special resolution passed on [●]
2021)
|
|
1
|
Definitions, interpretation and exclusion of Table A
|
Definitions
|
|
1.1
|
In these Articles, the following definitions apply:
|
Act means the Companies Act (Revised)
of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force.
Amendment
has the meaning ascribed to it in Article 36.11.
Amendment Redemption
Event has the meaning ascribed to it in Article 36.11.
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.
Approved Amendment
has the meaning ascribed to it in Article 36.11.
Articles means, as appropriate:
|
|
(a)
|
these articles of association as amended from time to time: or
|
|
|
(b)
|
two or more particular articles of these Articles;
|
and Article refers to a
particular article of these Articles.
Audit Committee means the audit
committee of the Company formed pursuant to Article 22.8 hereof, or any successor audit committee.
Auditor means the person for
the time being performing the duties of auditor of the Company.
Automatic Redemption Event shall
have the meaning given to it in Article 36.2.
Business Combination shall mean
the initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable
share transaction, contractual control arrangement or other similar type of transaction, with a Target Business at Fair Value.
Business Day means a day other
than (a) a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City (b) a
Saturday or (c) a Sunday.
Cayman Islands means the British
Overseas Territory of the Cayman Islands.
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.
Class B Share Entitlement means
the right of the Sponsor as holder of the Class B Shares (including on an as-converted basis) to 20 per cent of all entitlements
to income and capital arising in respect of all Shares in issue and outstanding upon consummation of the IPO, subject to adjustment as
provided in Article 35.3..
Clear Days, in relation to a
period of notice, means that period excluding:
|
|
(a)
|
the day when the notice is given or deemed to be given; and
|
|
|
(b)
|
the day for which it is given or on which it is to take effect.
|
Clearing House means a clearing
house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock
exchange or interdealer quotation system in such jurisdiction.
Company means the above-named
company.
Default Rate means 10% (ten per
cent) per annum.
Designated Stock Exchange means
Nasdaq Global Market or any other national securities exchange on which the Shares are listed for trading.
Electronic has the meaning given
to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Electronic Record has the meaning
given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands.
Electronic Signature has the
meaning given to that term in the Electronic Transactions Act (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.
Fair Value shall mean a value
at least equal to 80% of the balance in the Trust Account (excluding any deferred underwriting fees and any taxes payable on the Trust
Account balance) at the time of the execution of a definitive agreement for a Business Combination.
Fully Paid and Paid Up:
|
|
(a)
|
in relation to a Share with par value, means that the par value for that Share and any premium payable
in respect of the issue of that Share, has been fully paid or credited as paid in money or money's worth;
|
|
|
(b)
|
in relation to a Share without par value, means that the agreed issue price for that Share has been fully
paid or credited as paid in money or money's worth.
|
Independent Director means a
director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange as determined by
the directors.
Initial Shareholders means the
Sponsor, the directors and officers of the Company or their respective affiliates who hold Shares prior to the IPO.
IPO means the initial public
offering of units, consisting of Shares and warrants of the Company and rights to receive Shares of the Company.
Member means any person or persons
entered on the Register of Members from time to time as the holder of a Share.
Memorandum means the memorandum
of association of the Company as amended from time to time.
Officer means a person then appointed
to hold an office in the Company; and the expression includes a director, alternate director or liquidator.
Ordinary Resolution means a resolution
of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled
to vote thereon. The expression also includes a unanimous written resolution.
Over-Allotment Option means the
option of the Underwriter to purchase up to an additional 15% of the firm units (as described at Article 2.4) sold in the IPO at
a price equal to US$10.00 per unit, less underwriting discount and commissions.
Per-Share Redemption
Price means:
|
|
(a)
|
with respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account (including
interest not previously released to us, which shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses)
divided by the number of then outstanding Public Shares;
|
|
|
(b)
|
with respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account (including
interest earned but net of taxes payable) divided by the number of then outstanding Public Shares; and
|
|
|
(c)
|
with respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then on deposit
in the Trust Account (net of taxes payable), divided by the number of then outstanding Public Shares.
|
Preference Share means a preference
share of a par value of US$0.0001 in the share capital of the Company.
Public Share means the Class A
Shares included in the units issued in the IPO (as described in Article 2.4).
Redemption Offer has the meaning
ascribed to it in Article 36.5(b).
Register of Members means the
register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch or duplicate register
of Members.
Registration Statement has the
meaning ascribed to it in Article 36.10.
SEC means the United States Securities
and Exchange Commission.
Secretary means a person appointed
to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
Share means a Class A Share,
Class B Share or a Preference Share in the share capital of the Company; and the expression:
|
|
(a)
|
includes stock (except where a distinction between shares and stock is expressed or implied); and
|
|
|
(b)
|
where the context permits, also includes a fraction of a share.
|
Special Resolution has the meaning
given to that term in the Act.
Sponsor means G4G Sponsor LLC.
Sponsor Group means the Sponsor
and its respective affiliates, successors and assigns.
Target Business means any businesses
or entity with whom the Company wishes to undertake a Business Combination.
Target Business Acquisition Period
shall mean the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's
IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.
Tax Filing Authorised Person
means such person as any director shall designate from time to time, acting severally.
Tender Redemption Offer has the
meaning ascribed to it in Article 36.5(a).
Termination Date has the meaning
given to it in Article 36.2.
Treasury Shares means Shares
of the Company held in treasury pursuant to the Act and Article 2.16.
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.
Underwriter means an underwriter
of the IPO from time to time, and any successor underwriter.
Interpretation
|
|
1.2
|
In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:
|
|
|
(a)
|
A reference in these Articles to a statute is a reference to a statute of the Cayman Islands as known
by its short title, and includes:
|
|
|
(i)
|
any statutory modification, amendment or re-enactment; and
|
|
|
(ii)
|
any subordinate legislation or regulations issued under that statute.
|
Without limitation to the preceding sentence,
a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as
amended from time to time.
|
|
(b)
|
Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless
there is ambiguity.
|
|
|
(c)
|
If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the
act, matter or thing must be done on the next Business Day.
|
|
|
(d)
|
A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes
the singular, and a reference to any gender also denotes the other genders.
|
|
|
(e)
|
A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association,
body corporate or government agency.
|
|
|
(f)
|
Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect
to that word or phrase has a corresponding meaning.
|
|
|
(g)
|
All references to time are to be calculated by reference to time in the place where the Company's registered
office is located.
|
|
|
(h)
|
The words written and in writing include all modes of representing or reproducing words in a visible form,
but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied.
|
|
|
(i)
|
The words including, include and in particular or any similar expression are to be construed without limitation.
|
Exclusion of Table A Articles
|
|
1.3
|
The regulations contained in Table A in the First Schedule of the Act and any other regulations contained
in any statute or subordinate legislation are expressly excluded and do not apply to the Company.
|
Power to issue Shares and options, with or
without special rights
|
|
2.1
|
Subject to the provisions of the Act and these Articles and, where applicable, the rules of the Designated
Stock Exchange and/or any competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the directors
have general and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise
deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as they may decide, save
that the directors may not allot, issue, grant options over or otherwise deal with any unissued Shares to the extent that it may affect
the ability of the Company to carry out a Class B Share Conversion described at Article 35. No Share may be issued at a discount
except in accordance with the provisions of the Act.
|
|
|
2.2
|
Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the
Company:
|
|
|
(a)
|
either at a premium or at par;
|
|
|
(b)
|
with or without preferred, deferred or other special rights or restrictions whether in regard to dividend,
voting, return of capital or otherwise.
|
Notwithstanding the above, following
an IPO and prior to a Business Combination, the Company may not issue additional Shares that would entitle the holders thereof to (a) receive
funds from the Trust Account or (b) vote as a class with holders of Public Shares (i) on any Business Combination or on any
other proposal presented to holders of Shares prior to or in connection with a Business Combination or (ii) to approve an amendment
to these Articles to (x) extend the time to consummate a Business Combination beyond 18 months (or beyond 21 months if the time to
consummate a Business Combination is extended in accordance with Article 36.2) from the closing of the IPO or (y) amend the
foregoing provisions of this Article 2.2.
|
|
2.3
|
The Company may issue rights, options, warrants or convertible securities or securities of similar nature
conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company
at such times and on such terms and conditions as the directors may decide.
|
|
|
2.4
|
The Company may issue units of securities in the Company, which may be comprised of Shares, rights, options,
warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase
or receive any class of Shares or other securities in the Company, on such terms and conditions as the directors may decide. The securities
comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following
the date of the prospectus relating to the IPO unless the managing Underwriter determines that an earlier date is acceptable, subject
to the Company having filed a current report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt
of the gross proceeds of the IPO with the SEC and a press release announcing when such separate trading will begin. Prior to such date,
the units can be traded, but the securities comprising such units cannot be traded separately from one another.
|
|
|
2.5
|
Each Share in the Company confers upon the Member:
|
|
|
(a)
|
subject to Article 31.1 and Article 33, the right to one vote at a meeting of the Members of
the Company or on any resolution of Members;
|
|
|
(b)
|
the right to be redeemed on an Automatic Redemption Event in accordance with Article 36.2 or pursuant
to either a Tender Redemption Offer or Redemption Offer in accordance with Article 36.5 or pursuant to an Amendment Redemption Event
in accordance with Article 36.11;
|
|
|
(c)
|
a pro rata right in any dividend paid by the Company; and
|
|
|
(d)
|
subject to satisfaction of and compliance with Article 36, a pro rata right in the distribution of
the surplus assets of the Company on its liquidation provided that in the event that the Company enters liquidation prior to or without
having consummated a Business Combination then, in such circumstances, in the event any surplus assets (Residual Assets) of the
Company remain following the Company having complied with its applicable obligations to redeem Public Shares and distribute the funds
held in the Trust Account in respect of such redemptions pursuant to Article 36, the Public Shares shall not have any right to receive
any share of those Residual Assets which are held outside the Trust Account and such Residual Assets shall be distributed (on a pro rata
basis) only in respect of those Shares that are not Public Shares.
|
Power to issue fractions of a Share
|
|
2.6
|
Subject to the Act, the Company may, but shall not otherwise be obliged to, issue fractions of a Share
of any class or round up or down fractional holdings of Shares to its nearest whole number. A fraction of a Share shall be subject to
and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges,
qualifications, restrictions, rights and other attributes of a Share of that class of Shares.
|
Power to pay commissions and brokerage fees
|
|
2.7
|
The Company may, in so far as the Act permits, pay a commission to any person in consideration of that
person:
|
|
|
(a)
|
subscribing or agreeing to subscribe, whether absolutely or conditionally; or
|
|
|
(b)
|
procuring or agreeing to procure subscriptions, whether absolute or conditional
|
for any Shares in the Company. That
commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly
in another.
|
|
2.8
|
The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.
|
Trusts not recognised
|
|
2.9
|
Except as required by Applicable Law:
|
|
|
(a)
|
the Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable,
contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles) any other rights in respect
of any Share other than an absolute right to the entirety thereof in the holder; and
|
|
|
(b)
|
no person other than the Member shall be recognised by the Company as having any right in a Share.
|
Power to vary class rights
|
|
2.10
|
If the share capital is divided into different classes of Shares then, unless the terms on which a class
of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:
|
|
|
(a)
|
the Members holding two thirds of the issued Shares of that class consent in writing to the variation;
or
|
|
|
(b)
|
the variation is made with the sanction of a Special Resolution passed at a separate general meeting of
the Members holding the issued Shares of that class.
|
|
|
2.11
|
For the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating
to general meetings apply, mutatis mutandis, to every such separate meeting except that:
|
|
|
(a)
|
the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one
third of the issued Shares of the class; and
|
|
|
(b)
|
any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate
Member, by its duly authorised representative, may demand a poll.
|
|
|
2.12
|
Notwithstanding Article 2.10, unless the proposed variation is for the purposes of approving, or
in conjunction with, the consummation of a Business Combination, prior to a Business Combination but subject always to the limitations
set out in Article 33 in respect of amendments to the Memorandum and Articles, the rights attached to the Shares as specified in
Article 2.5 may only, whether or not the Company is being wound up, be varied by a Special Resolution, and any such variation that
has to be approved under this Article shall also be subject to compliance with Article 36.11.
|
Effect of new Share issue on existing class
rights
|
|
2.13
|
Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member
holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing
Shares of that class.
|
Capital contributions without issue of further
Shares
|
|
2.14
|
With the consent of a Member, the directors may accept a voluntary contribution to the capital of the
Company from that Member without issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt
with in the following manner:
|
|
|
(a)
|
It shall be treated as if it were a share premium.
|
|
|
(b)
|
Unless the Member agrees otherwise:
|
|
|
(i)
|
if the Member holds Shares in a single class of Shares - it shall be credited to the share premium account
for that class of Shares;
|
|
|
(ii)
|
if the Member holds Shares of more than one class - it shall be credited rateably to the share premium
accounts for those classes of Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds
bears to the total issue prices for all classes of Shares that the Member holds).
|
|
|
(c)
|
It shall be subject to the provisions of the Act and these Articles applicable to share premiums.
|
No bearer Shares or warrants
|
|
2.15
|
The Company shall not issue Shares or warrants to bearers.
|
Treasury Shares
|
|
2.16
|
Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Act
shall be held as Treasury Shares and not treated as cancelled if:
|
|
|
(a)
|
the directors so determine prior to the purchase, redemption or surrender of those shares; and
|
|
|
(b)
|
the relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
|
Rights attaching to Treasury Shares and related
matters
|
|
2.17
|
No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's
assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share.
|
|
|
2.18
|
The Company shall be entered in the Register as the holder of the Treasury Shares. However:
|
|
|
(a)
|
the Company shall not be treated as a member for any purpose and shall not exercise any right in respect
of the Treasury Shares, and any purported exercise of such a right shall be void;
|
|
|
(b)
|
a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not
be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Act.
|
|
|
2.19
|
Nothing in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect
of a Treasury Share and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.
|
|
|
2.20
|
Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms
and conditions as the directors determine.
|
|
|
3.1
|
The Company shall maintain or cause to be maintained the Register of Members in accordance with the Act.
|
|
|
3.2
|
The directors may determine that the Company shall maintain one or more branch registers of Members in
accordance with the Act. The directors may also determine which Register of Members shall constitute the principal register and which
shall constitute the branch register or registers, and to vary such determination from time to time.
|
|
|
3.3
|
The title to Public Shares may be evidenced and transferred in accordance with the laws applicable to
the rules and regulations of the Designated Stock Exchange and, for these purposes, the Register of Members may be maintained in
accordance with Article 40B of the Act.
|
Issue of share certificates
|
|
4.1
|
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. If the directors
resolve that share certificates shall be issued, upon being entered in the register of Members as the holder of a Share, the directors
may issue to any Member:
|
|
|
(a)
|
without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring
a part of the Member's holding of Shares of any class, to a certificate for the balance of that holding); and
|
|
|
(b)
|
upon payment of such reasonable sum as the directors may determine for every certificate after the first,
to several certificates each for one or more of that Member's Shares.
|
|
|
4.2
|
Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to
which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other
manner as the directors determine.
|
|
|
4.3
|
Every certificate shall bear legends required under the Applicable Laws.
|
|
|
4.4
|
The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons
and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.
|
Renewal of lost or damaged share certificates
|
|
4.5
|
If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any)
as to:
|
|
|
(c)
|
payment of the expenses reasonably incurred by the Company in investigating the evidence; and
|
|
|
(d)
|
payment of a reasonable fee, if any, for issuing a replacement share certificate
|
as the directors may determine, and
(in the case of defacement or wearing-out) on delivery to the Company of the old certificate.
Nature and scope of lien
|
|
5.1
|
The Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the
name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member's
estate:
|
|
|
(a)
|
either alone or jointly with any other person, whether or not that other person is a Member; and
|
|
|
(b)
|
whether or not those moneys are presently payable.
|
|
|
5.2
|
At any time the directors may declare any Share to be wholly or partly exempt from the provisions of this
Article.
|
Company may sell Shares to satisfy lien
|
|
5.3
|
The Company may sell any Shares over which it has a lien if all of the following conditions are met:
|
|
|
(a)
|
the sum in respect of which the lien exists is presently payable;
|
|
|
(b)
|
the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence
of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold;
and
|
|
|
(c)
|
that sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.
|
|
|
5.4
|
The Shares may be sold in such manner as the directors determine.
|
|
|
5.5
|
To the maximum extent permitted by Applicable Law, the directors shall incur no personal liability to
the Member concerned in respect of the sale.
|
Authority to execute instrument of transfer
|
|
5.6
|
To give effect to a sale, the directors may authorise any person to execute an instrument of transfer
of the Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee of the Shares shall not be
affected by any irregularity or invalidity in the proceedings in respect of the sale.
|
Consequences of sale of Shares to satisfy lien
|
|
5.7
|
On sale pursuant to the preceding Articles:
|
|
|
(a)
|
the name of the Member concerned shall be removed from the Register of Members as the holder of those
Shares; and
|
|
|
(b)
|
that person shall deliver to the Company for cancellation the certificate for those Shares.
|
Despite this, that person shall remain
liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares.
That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was
payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without
any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.
Application of proceeds of sale
|
|
5.8
|
The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the
sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Shares have been sold:
|
|
|
(a)
|
if no certificate for the Shares was issued, at the date of the sale; or
|
|
|
(b)
|
if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation
|
but, in either case, subject to the
Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.
|
|
6
|
Calls on Shares and forfeiture
|
Power to make calls and effect of calls
|
|
6.1
|
Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys
unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14
Clear Days' notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares
as required by the notice.
|
|
|
6.2
|
Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part
and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call
in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments
in whole or in part.
|
|
|
6.3
|
A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer
of the Shares in respect of which the call was made. A person shall not be liable for calls made after such person is no longer registered
as Member in respect of those Shares.
|
Time when call made
|
|
6.4
|
A call shall be deemed to have been made at the time when the resolution of the directors authorising
the call was passed.
|
Liability of joint holders
|
|
6.5
|
Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls
in respect of the Share.
|
Interest on unpaid calls
|
|
6.6
|
If a call remains unpaid after it has become due and payable the person from whom it is due and payable
shall pay interest on the amount unpaid from the day it became due and payable until it is paid:
|
|
|
(a)
|
at the rate fixed by the terms of allotment of the Share or in the notice of the call; or
|
|
|
(b)
|
if no rate is fixed, at the Default Rate.
|
The directors may waive payment of the
interest wholly or in part.
Deemed calls
|
|
6.7
|
Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall
be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had
become due and payable by virtue of a call.
|
Power to accept early payment
|
|
6.8
|
The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held
by him although no part of that amount has been called up.
|
Power to make different arrangements at time
of issue of Shares
|
|
6.9
|
Subject to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish
between Members in the amounts and times of payment of calls on their Shares.
|
Notice of default
|
|
6.10
|
If a call remains unpaid after it has become due and payable the directors may give to the person from
whom it is due not less than 14 Clear Days' notice requiring payment of:
|
|
|
(b)
|
any interest which may have accrued;
|
|
|
(c)
|
any expenses which have been incurred by the Company due to that person's default.
|
|
|
6.11
|
The notice shall state the following:
|
|
|
(a)
|
the place where payment is to be made; and
|
|
|
(b)
|
a warning that if the notice is not complied with the Shares in respect of which the call is made will
be liable to be forfeited.
|
Forfeiture or surrender of Shares
|
|
6.12
|
If the notice under the preceding Article is not complied with, the directors may, before the payment
required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include
all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the
directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that
Share in lieu of forfeiture.
|
|
|
6.13
|
The directors may accept the surrender for no consideration of any Fully Paid Share.
|
Disposal of forfeited or surrendered Share
and power to cancel forfeiture or surrender
|
|
6.14
|
A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in
such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender
may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the
purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person
to execute an instrument of transfer of the Share to the transferee.
|
Effect of forfeiture or surrender on former
Member
|
|
6.15
|
On forfeiture or surrender:
|
|
|
(a)
|
the name of the Member concerned shall be removed from the Register of Members as the holder of those
Shares and that person shall cease to be a Member in respect of those Shares; and
|
|
|
(b)
|
that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited
or surrendered Shares.
|
|
|
6.16
|
Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for
all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together
with:
|
|
|
(b)
|
interest from the date of forfeiture or surrender until payment:
|
|
|
(i)
|
at the rate of which interest was payable on those moneys before forfeiture; or
|
|
|
(ii)
|
if no interest was so payable, at the Default Rate.
|
The directors, however, may waive payment
wholly or in part.
Evidence of forfeiture or surrender
|
|
6.17
|
A declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive
evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:
|
|
|
(a)
|
that the person making the declaration is a director or Secretary of the Company, and
|
|
|
(b)
|
that the particular Shares have been forfeited or surrendered on a particular date.
|
Subject to the execution of an instrument
of transfer, if necessary, the declaration shall constitute good title to the Shares.
Sale of forfeited or surrendered Shares
|
|
6.18
|
Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the
application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity
of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.
|
Form of transfer
|
|
7.1
|
Subject to the following Articles about the transfer of Shares, and provided that such transfer complies
with applicable rules of the SEC, the Designated Stock Exchange and federal and state securities laws of the United States, a Member
may transfer Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by the Designated
Stock Exchange or in any other form approved by the directors, executed:
|
|
|
(a)
|
where the Shares are Fully Paid, by or on behalf of that Member; and
|
|
|
(b)
|
where the Shares are partly paid, by or on behalf of that Member and the transferee.
|
|
|
7.2
|
The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered
into the Register of Members.
|
Power to refuse registration
|
|
7.3
|
If the Shares in question were issued in conjunction with rights, options or warrants issued pursuant
to Article 2.4 on terms that one cannot be transferred without the other, the directors shall refuse to register the transfer of
any such Share without evidence satisfactory to them of the like transfer of such option or warrant.
|
Power to suspend registration
|
|
7.4
|
The directors may suspend registration of the transfer of Shares at such times and for such periods, not
exceeding 30 days in any calendar year, as they determine.
|
Company may retain instrument of transfer
|
|
7.5
|
The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument
of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.
|
Persons entitled on death of a Member
|
|
8.1
|
If a Member dies, the only persons recognised by the Company as having any title to the deceased Members'
interest are the following:
|
|
|
(a)
|
where the deceased Member was a joint holder, the survivor or survivors; and
|
|
|
(b)
|
where the deceased Member was a sole holder, that Member's personal representative or representatives.
|
|
|
8.2
|
Nothing in these Articles shall release the deceased Member's estate from any liability in respect of
any Share, whether the deceased was a sole holder or a joint holder.
|
Registration of transfer of a Share following
death or bankruptcy
|
|
8.3
|
A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect
to do either of the following:
|
|
|
(a)
|
to become the holder of the Share; or
|
|
|
(b)
|
to transfer the Share to another person.
|
|
|
8.4
|
That person must produce such evidence of his entitlement as the directors may properly require.
|
|
|
8.5
|
If the person elects to become the holder of the Share, he must give notice to the Company to that effect.
For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.
|
|
|
8.6
|
If the person elects to transfer the Share to another person then:
|
|
|
(a)
|
if the Share is Fully Paid, the transferor must execute an instrument of transfer; and
|
|
|
(b)
|
if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.
|
|
|
8.7
|
All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the
instrument of transfer.
|
Indemnity
|
|
8.8
|
A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify
the Company and the directors against any loss or damage suffered by the Company or the directors as a result of that registration.
|
Rights of person entitled to a Share following
death or bankruptcy
|
|
8.9
|
A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the
rights to which he would be entitled if he were registered as the holder of the Share. However, until he is registered as Member in respect
of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that
class of Shares in the Company.
|
Increasing, consolidating, converting, dividing
and cancelling share capital
|
|
9.1
|
To the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following
and amend its Memorandum for that purpose:
|
|
|
(a)
|
increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the
attached rights, priorities and privileges set out in that Ordinary Resolution;
|
|
|
(b)
|
consolidate and divide all or any of its share capital into Shares of larger amount than its existing
Shares;
|
|
|
(c)
|
convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any
denomination;
|
|
|
(d)
|
sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum,
so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall
be the same as it was in case of the Share from which the reduced Share is derived; and
|
|
|
(e)
|
cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed
to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares
without nominal par value, diminish the number of Shares into which its capital is divided.
|
Dealing with fractions resulting from consolidation
of Shares
|
|
9.2
|
Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of
a Share the directors may on behalf of those Members:
|
|
|
(a)
|
sell the Shares representing the fractions for the best price reasonably obtainable to any person (including,
subject to the provisions of the Act, the Company); and
|
|
|
(b)
|
distribute the net proceeds in due proportion among those Members.
|
For that purpose, the directors may
authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The
transferee shall not be bound to see to the application of the purchase money nor shall the transferee's title to the Shares be affected
by any irregularity in, or invalidity of, the proceedings in respect of the sale.
Reducing share capital
|
|
9.3
|
Subject to the Act and to any rights for the time being conferred on the Members holding a particular
class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.
|
|
|
10
|
Redemption and purchase of own Shares
|
Power to issue redeemable Shares and to purchase
own Shares
|
|
10.1
|
Subject to the Act and Article 36, and to any rights for the time being conferred on the Members
holding a particular class of Shares, and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory
authority, the Company may by its directors:
|
|
|
(a)
|
issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member
holding those redeemable Shares, on the terms and in the manner its directors determine before the issue of those Shares;
|
|
|
(b)
|
with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights
attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of
the Company on the terms and in the manner which the directors determine at the time of such variation; and
|
|
|
(c)
|
purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in
the manner which the directors determine at the time of such purchase.
|
The Company may make a payment in respect
of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following:
capital, its profits and the proceeds of a fresh issue of Shares.
|
|
10.2
|
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 Article 36.5;
|
|
|
(b)
|
Class B Shares held by the Sponsor shall, following consummation of the IPO, be surrendered by the
Sponsor on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the Class B
Shares will at all times represent 20% 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 Article 36.5.
|
Power to pay for redemption or purchase in
cash or in specie
|
|
10.3
|
When making a payment in respect of the redemption or purchase of Shares, the directors may make the payment
in cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by
the terms applying to those Shares in accordance with Article 10.1, or otherwise by agreement with the Member holding those Shares.
|
Effect of redemption or purchase of a Share
|
|
10.4
|
Upon the date of redemption or purchase of a Share:
|
|
|
(a)
|
the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than
the right to receive:
|
|
|
(i)
|
the price for the Share; and
|
|
|
(ii)
|
any dividend declared in respect of the Share prior to the date of redemption or purchase;
|
|
|
(b)
|
the Member's name shall be removed from the Register of Members with respect to the Share; and
|
|
|
(c)
|
the Share shall be cancelled or held as a Treasury Shares, as the directors may determine.
|
For the purpose of this Article, the date
of redemption or purchase is the date when the redemption or purchase falls due.
|
|
10.5
|
For the avoidance of doubt, redemptions and repurchases of Shares in the circumstances described in Articles
10.2(a), 10.2(b) and 10.2(c) above shall not require further approval of the Members.
|
Power to call meetings
|
|
11.1
|
To the extent required by the Designated Stock Exchange, an annual general meeting of the Company shall
be held no later than one year after the first financial year end occurring after the IPO, and shall be held in each year thereafter at
such time as determined by the directors and the Company may, but shall not (unless required by the Act or the rules and regulations
of the Designated Stock Exchange) be obliged to, in each year hold any other general meeting.
|
|
|
11.2
|
The agenda of the annual general meeting shall be set by the directors and shall include the presentation
of the Company’s annual accounts and the report of the directors (if any).
|
|
|
11.3
|
Annual general meetings shall be held in New York, USA or in such other places as the directors may determine.
|
|
|
11.4
|
All general meetings other than annual general meetings shall be called extraordinary general meetings
and the Company shall specify the meeting as such in the notices calling it.
|
|
|
11.5
|
The directors may call a general meeting at any time.
|
|
|
11.6
|
If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree
on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.
|
|
|
11.7
|
The directors must also call a general meeting if requisitioned in the manner set out in the next two
Articles.
|
|
|
11.8
|
The requisition must be in writing and given by one or more Members who together hold at least 10% of
the rights to vote at such general meeting.
|
|
|
11.9
|
The requisition must also:
|
|
|
(a)
|
specify the purpose of the meeting.
|
|
|
(b)
|
be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged
to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners.
|
|
|
(c)
|
be delivered in accordance with the notice provisions.
|
|
|
11.10
|
Should the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a
requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period.
|
|
|
11.11
|
Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the
remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least
10% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the
notice of meeting which shall include as an item of business the appointment of additional directors.
|
|
|
11.12
|
Members seeking to bring business before the annual general meeting or to nominate candidates for election
as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not later than the close
of business on the 90th day nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general
meeting.
|
Content of notice
|
|
11.13
|
Notice of a general meeting shall specify each of the following:
|
|
|
(a)
|
the place, the date and the hour of the meeting;
|
|
|
(b)
|
if the meeting is to be held in two or more places, the technology that will be used to facilitate the
meeting;
|
|
|
(c)
|
subject to paragraph (d), the general nature of the business to be transacted; and
|
|
|
(d)
|
if a resolution is proposed as a Special Resolution, the text of that resolution.
|
|
|
11.14
|
In each notice there shall appear with reasonable prominence the following statements:
|
|
|
(a)
|
that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend
and vote instead of that Member; and
|
|
|
(b)
|
that a proxyholder need not be a Member.
|
Period of notice
|
|
11.15
|
At least five Clear Days' notice of a general meeting must be given to Members, provided that a general
meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions
of 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 95% in par value of the Shares giving that right.
|
Persons entitled to receive notice
|
|
11.16
|
Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice
shall be given to the following people:
|
|
|
(b)
|
persons entitled to a Share in consequence of the death or bankruptcy of a Member; and
|
Publication of notice on a website
|
|
11.17
|
Subject to the Act or the rules of the Designated Stock Exchange, a notice of a general meeting may
be published on a website providing the recipient is given separate notice of:
|
|
|
(a)
|
the publication of the notice on the website;
|
|
|
(b)
|
the place on the website where the notice may be accessed;
|
|
|
(c)
|
how it may be accessed; and
|
|
|
(d)
|
the place, date and time of the general meeting.
|
|
|
11.18
|
If a Member notifies the Company that he is unable for any reason to access the website, the Company must
as soon as practicable give notice of the meeting to that Member by any other means permitted by these Articles. This will not affect
when that Member is deemed to have received notice of the meeting.
|
Time a website notice is deemed to be given
|
|
11.19
|
A website notice is deemed to be given when the Member is given notice of its publication.
|
Required duration of publication on a website
|
|
11.20
|
Where the notice of meeting is published on a website, it shall continue to be published in the same place
on that website from the date of the notification until at least the conclusion of the meeting to which the notice relates.
|
Accidental omission to give notice or non-receipt
of notice
|
|
11.21
|
Proceedings at a meeting shall not be invalidated by the following:
|
|
|
(a)
|
an accidental failure to give notice of the meeting to any person entitled to notice; or
|
|
|
(b)
|
non-receipt of notice of the meeting by any person entitled to notice.
|
|
|
11.22
|
In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not
be invalidated merely because it is accidentally published:
|
|
|
(a)
|
in a different place on the website; or
|
|
|
(b)
|
for part only of the period from the date of the notification until the conclusion of the meeting to which
the notice relates.
|
|
|
12
|
Proceedings at meetings of Members
|
Quorum
|
|
12.1
|
Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum
is present in person or by proxy. One or more Members who together hold not less than a majority of the issued and outstanding Shares
entitled to attend and vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person
by its duly authorised representative or proxy shall be a quorum.
|
Lack of quorum
|
|
12.2
|
If a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time
during the meeting it becomes inquorate, then the following provisions apply:
|
|
|
(a)
|
If the meeting was requisitioned by Members, it shall be cancelled.
|
|
|
(b)
|
In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to
such other time or place as is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the
adjourned meeting, then the meeting shall be dissolved.
|
Use of technology
|
|
12.3
|
A person may participate in a general meeting through the medium of conference telephone, video or any
other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout
the meeting. A person participating in this way is deemed to be present in person at the meeting.
|
Chairman
|
|
12.4
|
The chairman of a general meeting shall be the chairman of the board or such other director as the directors
have nominated to chair board meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes
of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting.
|
|
|
12.5
|
If no director is present within 15 minutes of the time appointed for the meeting, or if no director is
willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the
meeting.
|
Right of a director to attend and speak
|
|
12.6
|
Even if a director is not a Member, he shall be entitled to attend and speak at any general meeting and
at any separate meeting of Members holding a particular class of Shares in the Company.
|
Adjournment
|
|
12.7
|
The chairman may at any time adjourn a meeting with the consent of the Members constituting a quorum.
The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other
than business which might properly have been transacted at the original meeting.
|
|
|
12.8
|
Should a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum or
otherwise, Members shall be given at least five Clear Days' notice of the date, time and place of the adjourned meeting and the general
nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.
|
Method of voting
|
|
12.9
|
A resolution put to the vote of the meeting shall be decided on a poll.
|
Taking of a poll
|
|
12.10
|
A poll demanded on the question of adjournment shall be taken immediately.
|
|
|
12.11
|
A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at
such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.
|
|
|
12.12
|
The demand for a poll shall not prevent the meeting continuing to transact any business other than the
question on which the poll was demanded.
|
|
|
12.13
|
A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not
be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more
than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored
at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.
|
Chairman's casting vote
|
|
12.14
|
If the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote.
|
Amendments to resolutions
|
|
12.15
|
An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:
|
|
|
(a)
|
not less than 48 hours before the meeting is to take place (or such later time as the chairman of the
meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting;
and
|
|
|
(b)
|
the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially
alter the scope of the resolution.
|
|
|
12.16
|
A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:
|
|
|
(a)
|
the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to
be proposed, and
|
|
|
(b)
|
the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or
other non-substantive error in the resolution.
|
|
|
12.17
|
If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution
is out of order, the chairman's error does not invalidate the vote on that resolution.
|
Written resolutions
|
|
12.18
|
Members may pass a resolution in writing without holding a meeting if the following conditions are met:
|
|
|
(a)
|
all Members entitled so to vote are given notice of the resolution as if the same were being proposed
at a meeting of Members;
|
|
|
(b)
|
all Members entitled so to vote :
|
|
|
(ii)
|
sign several documents in the like form each signed by one or more of those Members; and
|
|
|
(c)
|
the signed document or documents is or are delivered to the Company, including, if the Company so nominates,
by delivery of an Electronic Record by Electronic means to the address specified for that purpose.
|
Such written resolution shall be as
effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.
|
|
12.19
|
If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect
accordingly.
|
|
|
12.20
|
The directors may determine the manner in which written resolutions shall be put to Members. In particular,
they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have
been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many
against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis
as on a poll.
|
Sole-member company
|
|
12.21
|
If the Company has only one Member, and the Member records in writing his decision on a question, that
record shall constitute both the passing of a resolution and the minute of it.
|
|
|
13
|
Voting rights of Members
|
Right to vote
|
|
13.1
|
Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not
been paid, all Members are entitled to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled
to vote at a meeting of the holders of that class of Shares.
|
|
|
13.2
|
Members may vote in person or by proxy.
|
|
|
13.3
|
Every Member shall have one vote for each Share he holds, unless any Share carries special voting rights
(including, but not limited to, such enhanced voting rights under Article 31.1).
|
|
|
13.4
|
A fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
|
|
|
13.5
|
No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in
the same way.
|
Rights of joint holders
|
|
13.6
|
If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders
tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the Register of Members shall be accepted
to the exclusion of the votes of the other joint holder.
|
Representation of corporate Members
|
|
13.7
|
Save where otherwise provided, a corporate Member must act by a duly authorised representative.
|
|
|
13.8
|
A corporate Member wishing to act by a duly authorised representative must identify that person to the
Company by notice in writing.
|
|
|
13.9
|
The authorisation may be for any period of time, and must be delivered to the Company not less than two
hours before the commencement of the meeting at which it is first used.
|
|
|
13.10
|
The directors of the Company may require the production of any evidence which they consider necessary
to determine the validity of the notice.
|
|
|
13.11
|
Where a duly authorised representative is present at a meeting that Member is deemed to be present in
person; and the acts of the duly authorised representative are personal acts of that Member.
|
|
|
13.12
|
A corporate Member may revoke the appointment of a duly authorised representative at any time by notice
to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before
the directors of the Company had actual notice of the revocation.
|
|
|
13.13
|
If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons
as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the
authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. Each person
so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts
and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered
holder of such Shares held by the clearing house (or its nominee(s)).
|
Member with mental disorder
|
|
13.14
|
A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman
Islands or elsewhere) in matters concerning mental disorder may vote, by that Member's receiver, curator bonis or other person authorised
in that behalf appointed by that court.
|
|
|
13.15
|
For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority
of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the
adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means.
In default, the right to vote shall not be exercisable.
|
Objections to admissibility of votes
|
|
13.16
|
An objection to the validity of a person's vote may only be raised at the meeting or at the adjourned
meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be
final and conclusive.
|
Form of proxy
|
|
13.17
|
An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.
|
|
|
13.18
|
The instrument must be in writing and signed in one of the following ways:
|
|
|
(b)
|
by the Member's authorised attorney; or
|
|
|
(c)
|
if the Member is a corporation or other body corporate, under seal or signed by an authorised officer,
secretary or attorney.
|
If the directors so resolve, the Company
may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about
authentication of Electronic Records.
|
|
13.19
|
The directors may require the production of any evidence which they consider necessary to determine the
validity of any appointment of a proxy.
|
|
|
13.20
|
A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance
with the Article above about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy
before the directors of the Company had actual notice of the revocation.
|
How and when proxy is to be delivered
|
|
13.21
|
Subject to the following Articles, the form of appointment of a proxy and any authority under which it
is signed (or a copy of the authority certified notarially or in any other way approved by the directors) must be delivered so that it
is received by the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named
in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:
|
|
|
(a)
|
In the case of an instrument in writing, it must be left at or sent by post:
|
|
|
(i)
|
to the registered office of the Company; or
|
|
|
(ii)
|
to such other place specified in the notice convening the meeting or in any form of appointment of proxy
sent out by the Company in relation to the meeting.
|
|
|
(b)
|
If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an
Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address
for that purpose is specified:
|
|
|
(i)
|
in the notice convening the meeting; or
|
|
|
(ii)
|
in any form of appointment of a proxy sent out by the Company in relation to the meeting; or
|
|
|
(iii)
|
in any invitation to appoint a proxy issued by the Company in relation to the meeting.
|
|
|
13.22
|
Where a poll is taken:
|
|
|
(a)
|
if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and
any accompanying authority (or an Electronic Record of the same) must be delivered as required under the preceding Article not less
than 24 hours before the time appointed for the taking of the poll;
|
|
|
(b)
|
but if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy
and any accompanying authority (or an Electronic Record of the same) must be e delivered as required under the preceding Article not
less than two hours before the time appointed for the taking of the poll.
|
|
|
13.23
|
If the form of appointment of proxy is not delivered on time, it is invalid.
|
Voting by proxy
|
|
13.24
|
A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had
except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may
attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless
in respect of different Shares, shall be invalid.
|
Unless otherwise determined by Ordinary
Resolution, the minimum number of directors shall be one and there shall be no maximum.
|
|
15
|
Appointment, disqualification and removal of directors
|
No age limit
|
|
15.1
|
There is no age limit for directors save that they must be aged at least 18 years.
|
Corporate directors
|
|
15.2
|
Unless prohibited by law, a body corporate may be a director. If a body corporate is a director, the Articles
about representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about directors' meetings.
|
No shareholding qualification
|
|
15.3
|
Unless a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be
required to own Shares as a condition of his appointment.
|
Appointment and removal of directors
|
|
15.4
|
The directors shall be divided into three classes: Class I, Class II and Class III. The
number of directors in each class shall be as nearly equal as possible. Immediately prior to the consummation of the IPO, the existing
directors shall by resolution classify themselves as Class I, Class II or Class III directors. The Class I directors
shall stand elected for a term expiring at the Company’s first annual general meeting, the Class II directors shall stand elected
for a term expiring at the Company’s second annual general meeting and the Class III directors shall stand elected for a term
expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each
annual general meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office
to expire at the third succeeding annual general meeting after their election. All directors shall hold office until the expiration of
their respective terms of office and until their successors shall have been elected and qualified.
|
|
|
15.5
|
Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders
of the Class B Shares appoint any person to fill a vacancy on the board of directors or may by Ordinary Resolution of the holders
of the Class B Shares remove any director. For the avoidance of doubt, prior to the closing of a Business Combination holders of
Class A Shares shall have no right to vote on the appointment or removal of any director. This Article may only be amended by
a Special Resolution which shall include the affirmative vote of a simple majority of Class B Shares.
|
|
|
15.6
|
Subject to Article 15.4 and 15.5, the Company may by Ordinary Resolution appoint any person to be
a director.
|
|
|
15.7
|
Subject to death, resignation or removal, and with the exception of those directors appointed prior to
the first annual general meeting of the Company, each director shall serve a term of office that will expire at the third succeeding annual
general meeting after their appointment or election.
|
|
|
15.8
|
A director may be removed from office with or without cause by:
|
|
|
(a)
|
(following the consummation of the Business Combination but not at any time before) an Ordinary Resolution
passed at a meeting of Members called for the purposes of removing the director or for purposes including the removal of the director;
or
|
|
|
(b)
|
subject to Article 15.4 and 15.5, a resolution of directors passed at a meeting of directors.
|
|
|
15.9
|
The directors shall have power at any time to appoint any person to be a director who:
|
|
|
(a)
|
is recommended as a director nominee by a majority of the Independent Directors; and
|
|
|
(b)
|
is willing to act as a director,
|
either to fill a vacancy or as an additional
director. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder
of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have
been elected and qualified.
|
|
15.10
|
Notwithstanding the other provisions of these Articles, in any case where, as a result of death, the Company
has no directors and no shareholders, the personal representatives of the last shareholder to have died have the power, by notice in writing
to the Company, to appoint a person to be a director. For the purpose of this Article:
|
|
|
(a)
|
where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a
younger shareholder is deemed to have survived an older shareholder;
|
|
|
(b)
|
if the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company
(whether by way of specific gift, as part of the residuary estate, or otherwise):
|
|
|
(i)
|
the expression personal representatives of the last shareholder means:
|
|
|
(A)
|
until a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman
Islands, all of the executors named in that will who are living at the time the power of appointment under this Article is exercised;
and
|
|
|
(B)
|
after such grant of probate has been obtained, only such of those executors who have proved that will;
|
|
|
(ii)
|
without derogating from section 3(1) of the Succession Act (Revised), the executors named in that
will may exercise the power of appointment under this Article without first obtaining a grant of probate.
|
|
|
15.11
|
A remaining director may appoint a director even though there is not a quorum of directors.
|
|
|
15.12
|
No appointment can cause the number of directors to exceed the maximum; and any such appointment shall
be invalid.
|
|
|
15.13
|
For so long as Shares are listed on a Designated Stock Exchange, the directors shall include at least
such number of Independent Directors as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject
to applicable phase-in rules of the Designated Stock Exchange.
|
Resignation of directors
|
|
15.14
|
A director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant
to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.
|
|
|
15.15
|
Unless the notice specifies a different date, the director shall be deemed to have resigned on the date
that the notice is delivered to the Company.
|
Termination of the office of director
|
|
15.16
|
A director's office shall be terminated forthwith if:
|
|
|
(a)
|
he is prohibited by the law of the Cayman Islands from acting as a director; or
|
|
|
(b)
|
he is made bankrupt or makes an arrangement or composition with his creditors generally; or
|
|
|
(c)
|
in the opinion of a registered medical practitioner by whom he is being treated he becomes physically
or mentally incapable of acting as a director; or
|
|
|
(d)
|
he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise;
|
|
|
(e)
|
without the consent of the other directors, he is absent from meetings of directors for a continuous period
of six months; or
|
|
|
(f)
|
all of the other directors (being not less than two in number) determine that he should be removed as
a director, either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance
with the Articles or by a resolution in writing signed by all of the other directors.
|
Appointment and removal
|
|
16.1
|
Until the consummation of a Business Combination, a director may not appoint an alternate. Following the
consummation of a Business Combination, Articles 16.2 to 16.5 inclusive shall apply.
|
|
|
16.2
|
Subject to Article 16.1, any director may appoint any other person, including another director, to
act in his place as an alternate director. No appointment shall take effect until the director has given notice of the appointment to
the other directors. Such notice must be given to each other director by either of the following methods:
|
|
|
(a)
|
by notice in writing in accordance with the notice provisions;
|
|
|
(b)
|
if the other director has an email address, by emailing to that address a scanned copy of the notice as
a PDF attachment (the PDF version being deemed to be the notice unless Article 30.7 applies), in which event notice shall be taken
to be given on the date of receipt by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email
address of more than one director (and to the email address of the Company pursuant to Article 16.4(c)).
|
|
|
16.3
|
Without limitation to the preceding Article, a director may appoint an alternate for a particular meeting
by sending an email to his fellow directors informing them that they are to take such email as notice of such appointment for such meeting.
Such appointment shall be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance
with Article 16.4.
|
|
|
16.4
|
A director may revoke his appointment of an alternate at any time. No revocation shall take effect until
the director has given notice of the revocation to the other directors. Such notice must be given by either of the methods specified in
Article 16.2.
|
|
|
16.5
|
A notice of appointment or removal of an alternate director must also be given to the Company by any of
the following methods:
|
|
|
(a)
|
by notice in writing in accordance with the notice provisions;
|
|
|
(b)
|
if the Company has a facsimile address for the time being, by sending by facsimile transmission to that
facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company's registered
office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 30.7 applies), in which
event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine;
|
|
|
(c)
|
if the Company has an email address for the time being, by emailing to that email address a scanned copy
of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company's registered office a scanned
copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 30.7 applies),
in which event notice shall be taken to be given on the date of receipt by the Company or the Company's registered office (as appropriate)
in readable form; or
|
|
|
(d)
|
if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered
in accordance with those provisions in writing.
|
Notices
|
|
16.6
|
All notices of meetings of directors shall continue to be given to the appointing director and not to
the alternate.
|
Rights of alternate director
|
|
16.7
|
An alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee
of the directors at which the appointing director is not personally present, and generally to perform all the functions of the appointing
director in his absence.
|
|
|
16.8
|
For the avoidance of doubt:
|
|
|
(a)
|
if another director has been appointed an alternate director for one or more directors, he shall be entitled
to a separate vote in his own right as a director and in right of each other director for whom he has been appointed an alternate; and
|
|
|
(b)
|
if a person other than a director has been appointed an alternate director for more than one director,
he shall be entitled to a separate vote in right of each director for whom he has been appointed an alternate.
|
|
|
16.9
|
An alternate director, however, is not entitled to receive any remuneration from the Company for services
rendered as an alternate director.
|
Appointment ceases when the appointor ceases
to be a director
|
|
16.10
|
An alternate director shall cease to be an alternate director if the director who appointed him ceases
to be a director.
|
Status of alternate director
|
|
16.11
|
An alternate director shall carry out all functions of the director who made the appointment.
|
|
|
16.12
|
Save where otherwise expressed, an alternate director shall be treated as a director under these Articles.
|
|
|
16.13
|
An alternate director is not the agent of the director appointing him.
|
|
|
16.14
|
An alternate director is not entitled to any remuneration for acting as alternate director.
|
Status of the director making the appointment
|
|
16.15
|
A director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.
|
Powers of directors
|
|
17.1
|
Subject to the provisions of the Act, the Memorandum and these Articles, the business of the Company shall
be managed by the directors who may for that purpose exercise all the powers of the Company.
|
|
|
17.2
|
No prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these
Articles. However, to the extent allowed by the Act, following the consummation of the IPO Members may by Special Resolution validate
any prior or future act of the directors which would otherwise be in breach of their duties.
|
Appointments to office
|
|
17.3
|
The directors may appoint a director:
|
|
|
(a)
|
as chairman of the board of directors;
|
|
|
(b)
|
as vice-chairman of the board of directors;
|
|
|
(c)
|
as managing director;
|
|
|
(d)
|
to any other executive office
|
for such period and on such terms, including
as to remuneration, as they think fit.
|
|
17.4
|
The appointee must consent in writing to holding that office.
|
|
|
17.5
|
Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.
|
|
|
17.6
|
If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select
its own chairman; or the directors may nominate one of their number to act in place of the chairman should he ever not be available.
|
|
|
17.7
|
Subject to the provisions of the Act, the directors may also appoint any person, who need not be a director:
|
|
|
(b)
|
to any office that may be required (including, for the avoidance of doubt, one or more chair, co-chair,
chief executive officer, president, chief financial officer, treasurer and vice-president),
|
for such period and on such terms, including
as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.
|
|
17.8
|
The Secretary or Officer must consent in writing to holding that office.
|
|
|
17.9
|
A director, Secretary or other Officer of the Company may not hold the office, or perform the services,
of Auditor.
|
Remuneration
|
|
17.10
|
The remuneration to be paid to the directors, if any, shall be such remuneration as the directors shall
determine, provided that no cash remuneration shall be paid to any director prior to the consummation of a Business Combination. The directors
shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all out of pocket expenses properly
incurred by them in connection with activities on behalf of the Company, including identifying and consummating a Business Combination.
|
|
|
17.11
|
Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or
sickness benefits, whether to the director or to any other person connected to or related to him.
|
|
|
17.12
|
Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration
or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.
|
Disclosure of information
|
|
17.13
|
The directors may release or disclose to a third party any information regarding the affairs of the Company,
including any information contained in the Register of Members relating to a Member, (and they may authorise any director, Officer or
other authorised agent of the Company to release or disclose to a third party any such information in his possession) if:
|
|
|
(a)
|
the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction
to which the Company is subject; or
|
|
|
(b)
|
such disclosure is in compliance with the rules of any stock exchange upon which the Company's shares
are listed; or
|
|
|
(c)
|
such disclosure is in accordance with any contract entered into by the Company; or
|
|
|
(d)
|
the directors are of the opinion such disclosure would assist or facilitate the Company’s operations.
|
Power to delegate any of the directors' powers
to a committee
|
|
18.1
|
The directors may delegate any of their powers to any committee consisting of one or more persons who
need not be Members. Persons on the committee may include non-directors so long as the majority of those persons are directors.
|
|
|
18.2
|
The delegation may be collateral with, or to the exclusion of, the directors' own powers.
|
|
|
18.3
|
The delegation may be on such terms as the directors think fit, including provision for the committee
itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will.
|
|
|
18.4
|
Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the
taking of decisions by directors.
|
Power to appoint an agent of the Company
|
|
18.5
|
The directors may appoint any person, either generally or in respect of any specific matter, to be the
agent of the Company with or without authority for that person to delegate all or any of that person's powers. The directors may make
that appointment:
|
|
|
(a)
|
by causing the Company to enter into a power of attorney or agreement; or
|
|
|
(b)
|
in any other manner they determine.
|
Power to appoint an attorney or authorised
signatory of the Company
|
|
18.6
|
The directors may appoint any person, whether nominated directly or indirectly by the directors, to be
the attorney or the authorised signatory of the Company. The appointment may be:
|
|
|
(b)
|
with the powers, authorities and discretions;
|
|
|
(d)
|
subject to such conditions
|
as they think fit. The powers, authorities
and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do
so by power of attorney or any other manner they think fit.
|
|
18.7
|
Any power of attorney or other appointment may contain such provision for the protection and convenience
for persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may
also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.
|
Power to appoint a proxy
|
|
18.8
|
Any director may appoint any other person, including another director, to represent him at any meeting
of the directors. If a director appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of
the appointing director.
|
|
|
18.9
|
Articles 16.1 to 16.5 inclusive (relating to the appointment by directors of alternate directors) apply,
mutatis mutandis, to the appointment of proxies by directors.
|
|
|
18.10
|
A proxy is an agent of the director appointing him and is not an officer of the Company.
|
Regulation of directors' meetings
|
|
19.1
|
Subject to the provisions of these Articles, the directors may regulate their proceedings as they think
fit.
|
Calling meetings
|
|
19.2
|
Any director may call a meeting of directors at any time. The Secretary, if any, must call a meeting of
the directors if requested to do so by a director.
|
Notice of meetings
|
|
19.3
|
Every director shall be given notice of a meeting, although a director may waive retrospectively the requirement
to be given notice. Notice may be oral. Attendance at a meeting without written objection shall be deemed to be a waiver of such notice
requirement.
|
Period of notice
|
|
19.4
|
At least five Clear Days’ notice of a meeting of directors must be given to directors. A meeting
may be convened on shorter notice with the consent of all directors.
|
Use of technology
|
|
19.5
|
A director may participate in a meeting of directors through the medium of conference telephone, video
or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other
throughout the meeting.
|
|
|
19.6
|
A director participating in this way is deemed to be present in person at the meeting.
|
Place of meetings
|
|
19.7
|
If all the directors participating in a meeting are not in the same place, they may decide that the meeting
is to be treated as taking place wherever any of them is.
|
Quorum
|
|
19.8
|
The quorum for the transaction of business at a meeting of directors shall be two unless the directors
fix some other number or unless the Company has only one director.
|
Voting
|
|
19.9
|
A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal
the chairman may, if he wishes, exercise a casting vote.
|
Validity
|
|
19.10
|
Anything done at a meeting of directors is unaffected by the fact that it is later discovered that any
person was not properly appointed, or had ceased to be a director, or was otherwise not entitled to vote.
|
Recording of dissent
|
|
19.11
|
A director present at a meeting of directors shall be presumed to have assented to any action taken at
that meeting unless:
|
|
|
(a)
|
his dissent is entered in the minutes of the meeting; or
|
|
|
(b)
|
he has filed with the meeting before it is concluded signed dissent from that action; or
|
|
|
(c)
|
he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.
|
A director who votes in favour of an
action is not entitled to record his dissent to it.
Written resolutions
|
|
19.12
|
The directors may pass a resolution in writing without holding a meeting if all directors sign a document
or sign several documents in the like form each signed by one or more of those directors.
|
|
|
19.13
|
Despite the foregoing, a resolution in writing signed by a validly appointed alternate director or by
a validly appointed proxy need not also be signed by the appointing director. If a written resolution is signed personally by the appointing
director, it need not also be signed by his alternate or proxy.
|
|
|
19.14
|
Such written resolution shall be as effective as if it had been passed at a meeting of the directors duly
convened and held; and it shall be treated as having been passed on the day and at the time that the last director signs.
|
Sole director's minute
|
|
19.15
|
Where a sole director signs a minute recording his decision on a question, that record shall constitute
the passing of a resolution in those terms.
|
|
|
20
|
Permissible directors' interests and disclosure
|
Permissible interests subject to disclosure
|
|
20.1
|
Save as expressly permitted by these Articles or as set out below, a director may not have a direct or
indirect interest or duty which conflicts or may possibly conflict with the interests of the Company.
|
|
|
20.2
|
If, notwithstanding the prohibition in the preceding Article, a director discloses to his fellow directors
the nature and extent of any material interest or duty in accordance with the next Article, he may:
|
|
|
(a)
|
be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which
the Company is or may otherwise be interested; or
|
|
|
(b)
|
be interested in another body corporate promoted by the Company or in which the Company is otherwise interested.
In particular, the director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement
with, or otherwise interested in, that other body corporate.
|
|
|
20.3
|
Such disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must be made
in writing). The director must disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction
or arrangement or series of transactions or arrangements with the Company or in which the Company has any material interest.
|
|
|
20.4
|
If a director has made disclosure in accordance with the preceding Article, then he shall not, by reason
only of his office, be accountable to the Company for any benefit that he derives from any such transaction or arrangement or from any
such office or employment or from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be
avoided on the ground of any such interest or benefit.
|
Notification of interests
|
|
20.5
|
For the purposes of the preceding Articles:
|
|
|
(a)
|
a general notice that a director gives to the other directors that he is to be regarded as having an interest
of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is
interested shall be deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and
extent so specified; and
|
|
|
(b)
|
an interest of which a director has no knowledge and of which it is unreasonable to expect him to have
knowledge shall not be treated as an interest of his.
|
Voting where a director is interested in a
matter
|
|
20.6
|
A director may vote at a meeting of directors on any resolution concerning a matter in which that director
has an interest or duty, whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles.
The director shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall
be counted.
|
|
|
20.7
|
Where proposals are under consideration concerning the appointment of two or more directors to offices
or employment with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in
relation to each director separately and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect
of each resolution except that concerning his or her own appointment.
|
The Company shall cause minutes to be
made in books kept for the purpose in accordance with the Act.
Accounting and other records
|
|
22.1
|
The directors must ensure that proper accounting and other records are kept, and that accounts and associated
reports are distributed in accordance with the requirements of the Act.
|
No automatic right of inspection
|
|
22.2
|
Members are only entitled to inspect the Company's records if they are expressly entitled to do so by
law, or by resolution made by the directors or passed by Ordinary Resolution.
|
Sending of accounts and reports
|
|
22.3
|
The Company's accounts and associated directors' report or auditor's report that are required or permitted
to be sent to any person pursuant to any law shall be treated as properly sent to that person if:
|
|
|
(a)
|
they are sent to that person in accordance with the notice provisions: or
|
|
|
(b)
|
they are published on a website providing that person is given separate notice of:
|
|
|
(i)
|
the fact that publication of the documents has been published on the website;
|
|
|
(ii)
|
the address of the website; and
|
|
|
(iii)
|
the place on the website where the documents may be accessed; and
|
|
|
(iv)
|
how they may be accessed.
|
|
|
22.4
|
If, for any reason, a person notifies the Company that he is unable to access the website, the Company
must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not
affect when that person is taken to have received the documents under the next Article.
|
Time of receipt if documents are published
on a website
|
|
22.5
|
Documents sent by being published on a website in accordance with the preceding two Articles are only
treated as sent at least five Clear Days before the date of the meeting at which they are to be laid if:
|
|
|
(a)
|
the documents are published on the website throughout a period beginning at least five Clear Days before
the date of the meeting and ending with the conclusion of the meeting; and
|
|
|
(b)
|
the person is given at least five Clear Days' notice of the hearing.
|
Validity despite accidental error in publication
on website
|
|
22.6
|
If, for the purpose of a meeting, documents are sent by being published on a website in accordance with
the preceding Articles, the proceedings at that meeting are not invalidated merely because:
|
|
|
(a)
|
those documents are, by accident, published in a different place on the website to the place notified;
or
|
|
|
(b)
|
they are published for part only of the period from the date of notification until the conclusion of that
meeting.
|
Audit
|
|
22.7
|
The directors may appoint an Auditor of the Company who shall hold office on such terms as the directors
determine.
|
|
|
22.8
|
Without prejudice to the freedom of the directors to establish any other committee, if the Shares (or
depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange,
the directors shall establish and maintain an Audit Committee as a committee of the directors and shall adopt a formal written Audit Committee
charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the
Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee shall
meet at least once every financial quarter, or more frequently as circumstances dictate.
|
|
|
22.9
|
If the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate
review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential
conflicts of interest.
|
|
|
22.10
|
The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
|
|
|
22.11
|
If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable
of acting by reason of illness or other disability at a time when his services are required, the directors shall fill the vacancy and
determine the remuneration of such Auditor.
|
|
|
22.12
|
Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers
of the Company and shall be entitled to require from the directors and officers of the Company such information and explanation as may
be necessary for the performance of the duties of the Auditor.
|
|
|
22.13
|
Auditors shall, if so required by the directors, make a report on the accounts of the Company during their
tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the
Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of
a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office,
upon request of the directors or any general meeting of the Members.
|
Unless the directors otherwise specify,
the financial year of the Company:
|
|
(a)
|
shall end on 31st December in the year of its incorporation and each following year; and
|
|
|
(b)
|
shall begin when it was incorporated and on 1st January each following year.
|
Except to the extent of any conflicting
rights attached to Shares, the directors may fix any time and date as the record date for:
|
|
(a)
|
calling a general meeting;
|
|
|
(b)
|
declaring or paying a dividend;
|
|
|
(c)
|
making or issuing an allotment of Shares; or
|
|
|
(d)
|
conducting any other business required pursuant to these Articles.
|
The record date may be before or after
the date on which a dividend, allotment or issue is declared, paid or made.
Declaration of dividends by Members
|
|
25.1
|
Subject to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance
with the respective rights of the Members but no dividend shall exceed the amount recommended by the directors.
|
Payment of interim dividends and declaration
of final dividends by directors
|
|
25.2
|
The directors may pay interim dividends or declare final dividends in accordance with the respective rights
of the Members if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully
be paid.
|
|
|
25.3
|
Subject to the provisions of the Act, in relation to the distinction between interim dividends and final
dividends, the following applies:
|
|
|
(a)
|
Upon determination to pay a dividend or dividends described as interim by the directors in the dividend
resolution, no debt shall be created by the declaration until such time as payment is made.
|
|
|
(b)
|
Upon declaration of a dividend or dividends described as final by the directors in the dividend resolution,
a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the
resolution.
|
If the resolution fails to specify whether
a dividend is final or interim, it shall be assumed to be interim.
|
|
25.4
|
In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the
following applies:
|
|
|
(a)
|
If the share capital is divided into different classes, the directors may pay dividends on Shares which
confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to
dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential
dividend is in arrears.
|
|
|
(b)
|
The directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears
to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment.
|
|
|
(c)
|
If the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring
preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred
rights.
|
Apportionment of dividends
|
|
25.5
|
Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid
according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately
to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. If a Share is issued
on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.
|
Right of set off
|
|
25.6
|
The directors may deduct from a dividend or any other amount payable to a person in respect of a Share
any amount due by that person to the Company on a call or otherwise in relation to a Share.
|
Power to pay other than in cash
|
|
25.7
|
If the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied
wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the directors may settle that
difficulty in any way they consider appropriate. For example, they may do any one or more of the following:
|
|
|
(a)
|
issue fractional Shares;
|
|
|
(b)
|
fix the value of assets for distribution and make cash payments to some Members on the footing of the
value so fixed in order to adjust the rights of Members; and
|
|
|
(c)
|
vest some assets in trustees.
|
How payments may be made
|
|
25.8
|
A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:
|
|
|
(a)
|
if the Member holding that Share or other person entitled to that Share nominates a bank account for that
purpose - by wire transfer to that bank account; or
|
|
|
(b)
|
by cheque or warrant sent by post to the registered address of the Member holding that Share or other
person entitled to that Share.
|
|
|
25.9
|
For the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in
an Electronic Record and the bank account nominated may be the bank account of another person. For the purpose of paragraph (b) of
the preceding Article, subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding
that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment
of the cheque or warrant shall be a good discharge to the Company.
|
|
|
25.10
|
If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason
of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share
may be paid as follows:
|
|
|
(a)
|
to the registered address of the Joint Holder of the Share who is named first on the Register of Members
or to the registered address of the deceased or bankrupt holder, as the case may be; or
|
|
|
(b)
|
to the address or bank account of another person nominated by the Joint Holders, whether that nomination
is in writing or in an Electronic Record.
|
|
|
25.11
|
Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect
of that Share.
|
Dividends or other moneys not to bear interest
in absence of special rights
|
|
25.12
|
Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company
in respect of a Share shall bear interest.
|
Dividends unable to be paid or unclaimed
|
|
25.13
|
If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or
both, the directors may pay it into a separate account in the Company's name. If a dividend is paid into a separate account, the Company
shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.
|
|
|
25.14
|
A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited
to, and shall cease to remain owing by, the Company.
|
|
|
26
|
Capitalisation of profits
|
Capitalisation of profits or of any share premium
account or capital redemption reserve
|
|
26.1
|
The directors may resolve to capitalise:
|
|
|
(a)
|
any part of the Company's profits not required for paying any preferential dividend (whether or not those
profits are available for distribution); or
|
|
|
(b)
|
any sum standing to the credit of the Company's share premium account or capital redemption reserve, if
any.
|
The amount resolved to be capitalised
must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions.
The benefit to each Member so entitled must be given in either or both of the following ways:
|
|
(a)
|
by paying up the amounts unpaid on that Member's Shares;
|
|
|
(b)
|
by issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that
Member directs. The directors may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank
for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain partly paid.
|
Applying an amount for the benefit of members
|
|
26.2
|
The amount capitalised must be applied to the benefit of Members in the proportions to which the Members
would have been entitled to dividends if the amount capitalised had been distributed as a dividend.
|
|
|
26.3
|
Subject to the Act, if a fraction of a Share, a debenture, or other security is allocated to a Member,
the directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.
|
Directors to maintain share premium account
|
|
27.1
|
The directors shall establish a share premium account in accordance with the Act. They shall carry to
the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital
contributed or such other amounts required by the Act.
|
Debits to share premium account
|
|
27.2
|
The following amounts shall be debited to any share premium account:
|
|
|
(a)
|
on the redemption or purchase of a Share, the difference between the nominal value of that Share and the
redemption or purchase price; and
|
|
|
(b)
|
any other amount paid out of a share premium account as permitted by the Act.
|
|
|
27.3
|
Notwithstanding the preceding Article, on the redemption or purchase of a Share, the directors may pay
the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted
by the Act, out of capital.
|
Company seal
|
|
28.1
|
The Company may have a seal if the directors so determine.
|
Duplicate seal
|
|
28.2
|
Subject to the provisions of the Act, the Company may also have a duplicate seal or seals for use in any
place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if
the directors so determine, a duplicate seal shall have added on its face the name of the place where it is to be used.
|
When and how seal is to be used
|
|
28.3
|
A seal may only be used by the authority of the directors. Unless the directors otherwise determine, a
document to which a seal is affixed must be signed in one of the following ways:
|
|
|
(a)
|
by a director (or his alternate) and the Secretary; or
|
|
|
(b)
|
by a single director (or his alternate).
|
If no seal is adopted or used
|
|
28.4
|
If the directors do not adopt a seal, or a seal is not used, a document may be executed in the following
manner:
|
|
|
(a)
|
by a director (or his alternate) or any Officer to which authority has been delegated by resolution duly
adopted by the directors; or
|
|
|
(b)
|
by a single director (or his alternate); or
|
|
|
(c)
|
in any other manner permitted by the Act.
|
Power to allow non-manual signatures and facsimile
printing of seal
|
|
28.5
|
The directors may determine that either or both of the following applies:
|
|
|
(a)
|
that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method
or system of reproduction;
|
|
|
(b)
|
that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.
|
Validity of execution
|
|
28.6
|
If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded
as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document
or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.
|
Indemnity
|
|
29.1
|
To the maximum extent permitted by Applicable Law, the Company shall indemnify each existing or former
Secretary, director (including alternate director), and other Officer of the Company (including an investment adviser or an administrator
or liquidator) and their personal representatives against:
|
|
|
(a)
|
all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained
by the existing or former Secretary or Officer in or about the conduct of the Company's business or affairs or in the execution or discharge
of the existing or former Secretary's or Officer's duties, powers, authorities or discretions; and
|
|
|
(b)
|
without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing
or former Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings
(whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands
or elsewhere.
|
No such existing or former Secretary
or Officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud, wilful default or wilful neglect.
|
|
29.2
|
To the extent permitted by Applicable Law, the Company may make a payment, or agree to make a payment,
whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary or Officer of the Company
in respect of any matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary
or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary or
that Officer for those legal costs.
|
Release
|
|
29.3
|
To the extent permitted by Applicable Law, the Company may by Special Resolution release any existing
or former director (including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or
right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions
of his office; but there may be no release from liability arising out of or in connection with that person's own actual fraud, wilful
default or wilful neglect.
|
Insurance
|
|
29.4
|
To the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in respect
of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that
person's own dishonesty:
|
|
|
(a)
|
an existing or former director (including alternate director), Secretary or Officer or auditor of:
|
|
|
(ii)
|
a company which is or was a subsidiary of the Company;
|
|
|
(iii)
|
a company in which the Company has or had an interest (whether direct or indirect); and
|
|
|
29.5
|
a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred
to in paragraph (a) is or was interested. Notices
|
Form of notices
|
|
29.6
|
Save where these Articles provide otherwise, any notice to be given to or by any person pursuant to these
Articles shall be:
|
|
|
(a)
|
in writing signed by or on behalf of the giver in the manner set out below for written notices; or
|
|
|
(b)
|
subject to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic
Signature and authenticated in accordance with Articles about authentication of Electronic Records; or
|
|
|
(c)
|
where these Articles expressly permit, by the Company by means of a website.
|
Electronic communications
|
|
29.7
|
Without limitation to Articles 16.2 to 16.5 inclusive (relating to the appointment and removal by directors
of alternate directors) and to Articles 18.8 to 18.10 inclusive (relating to the appointment by directors of proxies), a notice may only
be given to the Company in an Electronic Record if:
|
|
|
(a)
|
the directors so resolve;
|
|
|
(b)
|
the resolution states how an Electronic Record may be given and, if applicable, specifies an email address
for the Company; and
|
|
|
(c)
|
the terms of that resolution are notified to the Members for the time being and, if applicable, to those
directors who were absent from the meeting at which the resolution was passed.
|
If the resolution is revoked or varied,
the revocation or variation shall only become effective when its terms have been similarly notified.
|
|
29.8
|
A notice may not be given by Electronic Record to a person other than the Company unless the recipient
has notified the giver of an Electronic address to which notice may be sent.
|
Persons authorised to give notices
|
|
29.9
|
A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company
or a Member by a director or company secretary of the Company or a Member.
|
Delivery of written notices
|
|
29.10
|
Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient,
or left at (as appropriate) the Member's or director's registered address or the Company's registered office, or posted to that registered
address or registered office.
|
Joint holders
|
|
29.11
|
Where Members are joint holders of a Share, all notices shall be given to the Member whose name first
appears in the Register of Members.
|
Signatures
|
|
29.12
|
A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in
such a way as to indicate its execution or adoption by the giver.
|
|
|
29.13
|
An Electronic Record may be signed by an Electronic Signature.
|
Evidence of transmission
|
|
29.14
|
A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating
the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.
|
|
|
29.15
|
A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing
the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.
|
Giving notice to a deceased or bankrupt Member
|
|
29.16
|
A notice may be given by the Company to the persons entitled to a Share in consequence of the death or
bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed
to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address,
if any, supplied for that purpose by the persons claiming to be so entitled.
|
|
|
29.17
|
Until such an address has been supplied, a notice may be given in any manner in which it might have been
given if the death or bankruptcy had not occurred.
|
Date of giving notices
|
|
29.18
|
A notice is given on the date identified in the following table.
|
|
Method for giving notices
|
When taken to be given
|
|
Personally
|
At the time and date of delivery
|
|
By leaving it at the member's registered address
|
At the time and date it was left
|
|
If the recipient has an address within the Cayman Islands, by posting it by prepaid post to the street or postal address of that recipient
|
48 hours after it was posted
|
|
If the recipient has an address outside the Cayman Islands, by posting it by prepaid airmail to the street or postal address of that recipient
|
3 Clear Days after posting
|
|
By Electronic Record (other than publication on a website), to recipient's Electronic address
|
Within 24 hours after it was sent
|
|
By publication on a website
|
See the Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website
|
Saving provision
|
|
29.19
|
None of the preceding notice provisions shall derogate from the Articles about the delivery of written
resolutions of directors and written resolutions of Members.
|
|
|
30
|
Authentication of Electronic Records
|
Application of Articles
|
|
30.1
|
Without limitation to any other provision of these Articles, any notice, written resolution or other document
under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company,
shall be deemed to be authentic if either Article 30.2 or Article 30.4 applies.
|
Authentication of documents sent by Members
by Electronic means
|
|
30.2
|
An Electronic Record of a notice, written resolution or other document sent by Electronic means by or
on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:
|
|
|
(a)
|
the Member or each Member, as the case may be, signed the original document, and for this purpose Original
Document includes several documents in like form signed by one or more of those Members; and
|
|
|
(b)
|
the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of,
that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and
|
|
|
(c)
|
Article 30.7 does not apply.
|
|
|
30.3
|
For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution,
or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall
be deemed to be the written resolution of that Member unless Article 30.7 applies.
|
Authentication of document sent by the Secretary
or Officers of the Company by Electronic means
|
|
30.4
|
An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary
or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:
|
|
|
(a)
|
the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for
this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers; and
|
|
|
(b)
|
the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of,
the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and
|
|
|
(c)
|
Article 30.7 does not apply.
|
This Article applies whether the
document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.
|
|
30.5
|
For example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned,
as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall
be deemed to be the written resolution of that director unless Article 30.7 applies.
|
Manner of signing
|
|
30.6
|
For the purposes of these Articles about the authentication of Electronic Records, a document will be
taken to be signed if it is signed manually or in any other manner permitted by these Articles.
|
Saving provision
|
|
30.7
|
A notice, written resolution or other document under these Articles will not be deemed to be authentic
if the recipient, acting reasonably:
|
|
|
(a)
|
believes that the signature of the signatory has been altered after the signatory had signed the original
document; or
|
|
|
(b)
|
believes that the original document, or the Electronic Record of it, was altered, without the approval
of the signatory, after the signatory signed the original document; or
|
|
|
(c)
|
otherwise doubts the authenticity of the Electronic Record of the document
|
and the recipient promptly gives notice
to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity
of the Electronic Record in any way the sender thinks fit.
|
|
31
|
Transfer by way of continuation
|
|
|
31.1
|
The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction
outside:
|
|
|
(a)
|
the Cayman Islands; or
|
|
|
(b)
|
such other jurisdiction in which it is, for the time being, incorporated, registered or existing.
|
For the purposes of any Special Resolution
passed in accordance with this Article 31.1, each Share held by an Initial Shareholder shall have ten votes for every such Share
and each Class A Share shall have one vote for every Class A Share. This Article may only be amended by a Special Resolution
which shall include the affirmative vote of a simple majority of Class B Shares.
|
|
31.2
|
To give effect to any resolution made pursuant to the preceding Article, the directors may cause the following:
|
|
|
(a)
|
an application be made to the Registrar of Companies to deregister the Company in the Cayman Islands or
in the other jurisdiction in which it is for the time being incorporated, registered or existing; and
|
|
|
(b)
|
all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation
of the Company.
|
Distribution of assets in specie
|
|
32.1
|
If the Company is wound up, the Members may, subject to these Articles and any other sanction required
by the Act, pass a Special Resolution allowing the liquidator to do either or both of the following:
|
|
|
(a)
|
to divide in specie among the Members the whole or any part of the assets of the Company and, for that
purpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members;
|
|
|
(b)
|
to vest the whole or any part of the assets in trustees for the benefit of Members and those liable to
contribute to the winding up.
|
No obligation to accept liability
|
|
32.2
|
No Member shall be compelled to accept any assets if an obligation attaches to them.
|
The directors are authorised to present a winding
up petition
|
|
32.3
|
The directors have the authority to present a petition for the winding up of the Company to the Grand
Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting.
|
|
|
33
|
Amendment of Memorandum and Articles
|
Power to change name or amend Memorandum
|
|
33.1
|
Subject to the Act and Article 33.2, the Company may, by Special Resolution:
|
|
|
(b)
|
change the provisions of its Memorandum with respect to its objects, powers or any other matter specified
in the Memorandum.
|
Power to amend these Articles
|
|
33.2
|
Subject to the Act and as provided in these Articles, the Company may, by Special Resolution, amend these
Articles in whole or in part save that no amendment may be made to the Memorandum or Articles to amend:
|
|
|
(a)
|
Article 36 prior to the Business Combination unless the holders of the Public Shares are provided
with the opportunity to redeem their Public Shares upon the approval of any such amendment in the manner and for the price as set out
in Article 36.11;
|
|
|
(b)
|
this Article 33.2 during the Target Business Acquisition Period;
|
|
|
(c)
|
Article 15.5 and Article 31.1 unless a Special Resolution is passed and such Special Resolution
includes the affirmative vote of a simple majority of Class B Shares.
|
|
|
34
|
Mergers and Consolidations
|
The Company shall have the power to
merge or consolidate with one or more constituent companies (as defined in the Act) upon such terms as the directors may determine and
(to the extent required by the Act) with the approval of a Special Resolution.
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35
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Class B Share Conversion
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35.1
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Save and except for the conversion rights referred to in this Article 35 and as otherwise set out
in these Articles, subject to Article 2.10, the rights attaching to all 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.
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35.2
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Class B Shares shall convert into Class A Shares in such a ratio so as to give effect to the
Class B Share Entitlement (the 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.
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35.3
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In order to give effect to the 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 the Conversion Ratio (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, excluding
any Class A Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination and any private
placement units issued to the Sponsor or its affiliates upon conversion of working capital loans made to the Company.
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35.4
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Notwithstanding anything to the contrary contained herein, the 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 Article 2.10 hereof.
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35.5
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The Conversion Ratio shall also take into account any subdivision (by share split, subdivision, exchange,
capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split, 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.
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35.6
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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.
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35.7
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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.
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35.8
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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 the Conversion Ratio.
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36.1
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Articles 36.1 to 36.11 shall terminate upon consummation of any Business Combination.
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36.2
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The Company has until 18 months from the closing of the IPO to consummate a Business Combination, provided
however that if the board of directors anticipates that the Company may not be able to consummate a Business Combination within 18 months
of the closing of the IPO, the Company may, by resolution of directors, 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), subject to the Sponsor depositing additional
funds into the Trust Account in accordance with terms as set out in the trust agreement governing the Trust Account and referred to in
the Registration Statement. In the event that the Company does not consummate a Business Combination within 18 months from the closing
of the IPO, or within 21 months from the closing of the IPO, subject in the latter case to a valid three month extension having been made
(such date falling 18 months or 21 months (as applicable) from the closing of the IPO being referred to as the Termination Date),
such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the
Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up (ii) as promptly
as reasonably possible but no more than ten (10) Business Days thereafter, redeem the Public Shares to the holders of Public Shares,
on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (iii) as promptly as reasonably
possible following such Automatic Redemption Event, subject to the approval of our remaining Members and our directors, liquidate and
dissolve the Company, subject to the Company's obligations under the Act to provide for claims of creditors and the requirements of other
Applicable Law. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata
redeeming distributions from the Trust Account with respect to their Public Shares.
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36.3
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Unless a shareholder vote is required by law or the rules of the Designated Stock Exchange, or, at
the sole discretion of the directors, the directors determine to hold a shareholder vote for business or other reasons, the Company may
enter into a Business Combination without submitting such Business Combination to its Members for approval.
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36.4
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Although not required, in the event that a shareholder vote is held, and a majority of the votes of the
Shares entitled to vote thereon which were present at the meeting to approve the Business Combination are voted for the approval of such
Business Combination, the Company shall be authorised to consummate the Business Combination.
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36.5
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(a)
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In the event that a Business Combination is consummated by the Company other than in connection with a
shareholder vote under Article 36.4, the Company will, subject to as provided below, offer to redeem the Public Shares for cash in
accordance with Rule 13e-4 and Regulation 14E of the Exchange Act and subject to any limitations (including but not limited to cash
requirements) set forth in the definitive transaction agreements related to the initial Business Combination (the Tender Redemption
Offer), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the
directors or officers of the Company pursuant to such Tender Redemption Offer, whether or not such holders accept such Tender Redemption
Offer. The Company will file tender offer documents with the SEC prior to consummating the Business Combination which contain substantially
the same financial and other information about the Business Combination and the redemption rights as would be required in a proxy solicitation
pursuant to Regulation 14A of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer will remain open for
a minimum of 20 Business Days and the Company will not be permitted to consummate its Business Combination until the expiry of such period.
If in the event a Member holding Public Shares accepts the Tender Redemption Offer and the Company has not otherwise withdrawn the tender
offer, the Company shall, promptly after the consummation of the Business Combination, pay such redeeming Member, on a pro rata basis,
cash equal to the applicable Per-Share Redemption Price.
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(b)
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In the event that a Business Combination is consummated by the Company in connection with a shareholder
vote held pursuant to Article 36.4 in accordance with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (the Redemption
Offer), the Company will, subject as provided below, offer to redeem the Public Shares, other than those Shares held by the Initial
Shareholders or their affiliates or the directors or officers of the Company, regardless of whether such shares are voted for or against
the Business Combination, for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price, provided
however that: (i) the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates or the directors
or officers of the Company pursuant to such Redemption Offer, whether or not such holders accept such Redemption Offer; and (ii) any
other redeeming Member who either individually or together with any affiliate of his or any other person with whom he is acting in concert
or as a "group" (as such term is defined under Section 13 of the Exchange Act) shall not be permitted to redeem, without
the consent of the directors, more than fifteen percent (15%) of the total Public Shares sold in the IPO.
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(c)
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In no event will the Company consummate the Tender Redemption Offer or the Redemption Offer under Article 36.5(a) or
36.5(b) or an Amendment Redemption Event under Article 36.11 if such redemptions would cause the Company to have net tangible
assets of less than US$5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating
to the Business Combination.
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36.6
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A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the
event of an Automatic Redemption Event, an Amendment Redemption Event or in the event he accepts a Tender Redemption Offer or a Redemption
Offer where the Business Combination is consummated. In no other circumstances shall a holder of Public Shares have any right or interest
of any kind in or to the Trust Account.
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36.7
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Prior to a Business Combination, the Company will not issue any securities (other than Public Shares)
that would entitle the holder thereof to (i) receive funds from the Trust Account; or (ii) vote on any Business Combination.
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36.8
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In the event the Company enters into a Business Combination with a company that is affiliated with the
Sponsor or any of the directors or officers of the Company, the Company will obtain an opinion from an independent investment banking
firm or independent accounting firm that such a Business Combination is fair to the holders of the Public Shares from a financial point
of view.
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36.9
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The Company will not effectuate a Business Combination with another "blank cheque" company or
a similar company with nominal operations.
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36.10
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Immediately after the Company's IPO, that amount of the proceeds received by the Company in or in connection
with the IPO (including proceeds of any exercise of the Underwriter's Over-Allotment Option and any proceeds from the simultaneous private
placement of like units comprising like securities to those included in the IPO by the Company) as is described in the Company's registration
statement on Form S-1 filed with the SEC (the Registration Statement) at the time it goes effective as shall be deposited
in the Trust Account shall be so deposited and thereafter held in the Trust Account until released in the event of a Business Combination
or otherwise in accordance with this Article 36. Neither the Company nor any officer, director or employee of the Company will disburse
any of the proceeds held in the Trust Account until the earlier of (i) a Business Combination, or (ii) an Automatic Redemption
Event or in payment of the acquisition price for any shares which the Company elects to purchase, redeem or otherwise acquire in accordance
with this Article 36, in each case in accordance with the trust agreement governing the Trust Account; provided that interest earned
on the Trust Account (as described in the Registration Statement) may be released from time to time to the Company to pay the Company’s
tax obligations.
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36.11
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In the event the directors of the Company propose any amendment to Article 36 or to any of the other
rights of the Shares as set out at Article 2.5 prior to, but not for the purposes of approving or in conjunction with the consummation
of, a Business Combination that would affect the substance or timing of the Company’s obligations as described in this Article 36
to pay or to offer to pay the Per-Share Redemption Price to any holder of the Public Shares (an Amendment) and such Amendment is
duly approved by a Special Resolution of the Members (an Approved Amendment), the Company will offer to redeem the Public Shares
of any Member for cash, on a pro rata basis, at a per-share amount equal to the applicable Per-Share Redemption Price (an Amendment
Redemption Event), provided however that the Company shall not redeem those Shares held by the Initial Shareholders or their affiliates
or the directors or officers of the Company pursuant to such offer, whether or not such holders accept such offer.
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37.1
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Each Tax Filing Authorised Person and any such other person, acting alone, as any director shall designate
from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are
customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation,
activities and/or elections of the Company and such other tax forms as may be approved from time to time by any director or officer of
the Company. 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.
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38
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Business Opportunities
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38.1
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In recognition and anticipation of the facts that: (a) directors and Officers of the Company may
serve as directors and/or officers of other entities which engage in the same or similar activities or related lines of business as those
in which the Company engages; (b) directors, managers, officers, members, partners, managing members, employees and/or agents of
one or more members of the Sponsor Group (each of the foregoing, a Sponsor Group Related Person) may serve as directors and/or
officers of the Company; and (c) the Sponsor Group engages, and may continue to engage in the same or similar activities or related
lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with
or compete with those in which the Company, directly or indirectly, may engage, the provisions under this heading “Business Opportunities”
are set forth to regulate and define the conduct of certain affairs of the Company as they may involve the Sponsor Group and the Sponsor
Group Related Persons, and the powers, rights, duties and liabilities of the Company and its directors, Officers and Members in connection
therewith.
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38.2
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To the fullest extent permitted by Applicable Law, the directors and Officers of the Company, the Sponsor
Group and the Sponsor Group Related Persons (each of the foregoing, a Relevant Person), shall have no duty, except and to the extent
expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of
business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company
in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for
any Relevant Person, 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, a Relevant Person 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 of
the Company solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself,
directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the
Company, unless such opportunity is expressly offered to such Relevant Person solely in their capacity as a director or Officer of the
Company and the opportunity is one the Company is permitted to complete on a reasonable basis.
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38.3
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Except as provided elsewhere in the Articles, the Company hereby renounces any interest or expectancy
of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity for both the Company and a Relevant Person, about which a director and/or officer of the Company who is also a Relevant Person
acquires knowledge.
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38.4
|
To the extent a court might hold that the conduct of any activity related to a corporate opportunity that
is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent
permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent
permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been
conducted in the past.
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39
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Exclusive Jurisdiction and Forum
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39.1
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Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman
Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles
or otherwise related in any way to each Member's shareholding in the Company, including but not limited to:
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(a)
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any derivative action or proceeding brought on behalf of the Company;
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(b)
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any action asserting a claim of breach of any fiduciary or other duty owed by any current or former director,
Officer or other employee of the Company to the Company or the Members;
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(c)
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any action asserting a claim arising pursuant to any provision of the Act, the Memorandum or the Articles;
or
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(d)
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any action asserting a claim against the Company governed by the "Internal Affairs Doctrine"
(as such concept is recognised under the laws of the United States of America).
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39.2
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Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over
all such claims or disputes.
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39.3
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Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges
that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum
and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance
or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.
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39.4
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This Article 39 shall not apply to any action or suits brought to enforce any liability or duty created
by the U.S. Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any claim for which the federal district
courts of the United States of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination
of such a claim. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United
States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for resolution of any claim arising under
the U.S Securities Act of 1933, as amended, and the rules and regulations thereunder.
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Exhibit 4.1
specimen
unit CERTIFICATE
THE
GROWTH FOR GOOD ACQUISITION CORPORATION
See reverse for certain
definitions
UNITS CONSISTING OF
ONE CLASS A ORDINARY SHARE, ONE RIGHT TO RECEIVE ONE-SIXTEENTH OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE
WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE
THIS CERTIFIES that [●]
is the owner of [●] Units.
Each Unit ("Unit")
consists of one (1) Class A ordinary share, par value $0.0001 per share ("Ordinary Shares"), of The Growth
for Good Acquisition Corporation, a Cayman Islands exempted company (the "Company"), one (1) right (a “Right”),
and one-half (1/2) of one redeemable warrant (each whole warrant, a "Warrant"). Each Right entitles the holder thereof
to receive one-sixteenth (1/16) of one Ordinary Share upon the consummation of the Company’s initial Business Combination (as defined
below). Each Warrant entitles the holder to purchase one (1) Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant
will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, share exchange, asset
acquisition, share purchase, reorganization or other similar business combination with one or more businesses (each, a "Business
Combination"), and (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire
unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes
its initial Business Combination, or earlier upon redemption or liquidation (the "Expiration Date"). The Ordinary Shares,
Rights and Warrants comprising the Units represented by this certificate are not transferable separately prior to [●], unless Credit
Suisse Securities (USA) LLC and Barclays Capital Inc. elect to allow earlier separate trading, subject to the Company’s filing with
the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting the Company’s
receipt of the gross proceeds of the initial public offering and issuing a press release announcing when separate trading will begin.
No fractional warrants will be issued upon separation of the Units and only whole warrants are exercisable. The terms of the Warrants
are governed by a Warrant Agreement, dated as of [●], between the Company and Continental Stock Transfer & Trust Company,
as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this
certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State
Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.
Upon the consummation
of the Business Combination, the Units represented by this certificate will automatically separate into the Class A Ordinary Shares,
Rights and Warrants comprising such Units.
This certificate is not
valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile
signatures of its duly authorized officers.
By:
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Chief Executive Officer
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Chief Operating Officer
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Dated: [●]
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THE
GROWTH FOR GOOD ACQUISITION CORPORATION
The Company will furnish
without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations or restrictions of
such preferences and/or rights.
The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:
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TEN COM -
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as tenants in common
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TEN ENT -
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as tenants by the entireties
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JT TEN -
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as joint tenants with right of survivorship and not as tenants in common
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Additional abbreviations
may also be used though not in the above list.
For value received,
hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
______________________________
Units represented by the within Certificate, and do hereby irrevocably constitute and appoint ______________________________ as Attorney
to transfer the said Units on the books of the within named Company with full power of substitution in the premises.
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 OR ANY SUCCESSOR RULES).
In each case, as more fully described in the Company’s
final prospectus dated [●], the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds
held in the trust account established in connection with the Company’s initial public offering only 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 period of time set forth in the Company’s amended and restated memorandum and articles of association, as
the same may be amended from time to time, (ii) the Company redeems the Ordinary Shares sold in its initial public offering in connection
with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that would modify
the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed
in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares if the Company does not complete
its initial business combination within the time period set forth therein, or (B) with respect to any other provision relating to
the rights of holders of the Ordinary Shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective
Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of
the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances
shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.2
specimen
CLASS A ORDINARY SHARE CERTIFICATE
The
Growth for Good Acquisition Corporation
INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS
CLASS A
ORDINARY SHARES
See reverse for certain
definitions
THIS CERTIFIES that [●]
is the owner of [●]
FULLY PAID AND NON-ASSESSABLE
CLASS A ORDINARY SHARES WITH A PAR VALUE OF US$0.0001 EACH
OF THE GROWTH FOR GOOD ACQUISITION CORPORATION (THE "COMPANY")
Subject to the Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, and transferable on the books
of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
The Company will be forced
to redeem all of its Class A ordinary shares if it is unable to complete a business combination within the period set forth in the
Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, all as more
fully described in the Company’s final prospectus dated [●].
This certificate is not
valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile
signatures of its duly authorized officers.
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By:
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Chief Executive Officer
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Chief Financial Officer
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Dated: [●]
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The
Growth for Good Acquisition Corporation
The Company will furnish
without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, and resolutions of the Board
of Directors providing for the issue of Class A ordinary shares (copies of which may be obtained from the secretary of the Company),
to all of which the holder of this certificate by acceptance hereof assents.
The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:
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TEN COM -
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as tenants in common
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TEN ENT -
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as tenants by the entireties
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JT TEN -
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as joint tenants with right of survivorship and not as tenants in common
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UNIF GIFT MIN ACT -
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as custodian under Uniform Gifts to Minors Act
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Additional abbreviations
may also be used though not in the above list.
For value received,
hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
Shares represented by
the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within
named Company with full power of substitution in the premises.
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 OR ANY SUCCESSOR RULES).
In each case, as more fully described in the Company’s
final prospectus dated [●], the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds
held in the trust account established in connection with its initial public offering only 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 period of time set forth in the Company’s amended and restated memorandum and articles of association, as
the same may be amended from time to time, (ii) the Company redeems the Class A ordinary shares sold in its initial public offering
in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that
would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right
to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Class A
ordinary shares if the Company does not complete its initial business combination within the time period set forth therein or (B) with
respect to any other provision relating to the rights of holders of the Class A ordinary shares, or (iii) if the holder(s) seek(s) to
redeem for cash his, her or its respective Class A ordinary shares in connection with a tender offer (or proxy solicitation, solely
in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed
initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust
account.
Exhibit 4.3
specimen
warrant CERTIFICATE
THE
GROWTH FOR GOOD ACQUISITION CORPORATION
incorporated
under the laws of the Cayman Islands
THIS WARRANT SHALL
BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD
PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW
THIS WARRANT CERTIFICATE
CERTIFIES that [●], or registered assigns, is the registered holder of [●] warrants (each a "Warrant"
and together, the "Warrants") to purchase Class A ordinary shares, $0.0001 par value per share ("Ordinary
Shares"), of The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the "Company").
Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the "Warrant
Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise"
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.
Each whole Warrant is
initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any
Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company
shall, upon exercise, round down to the nearest whole number of the number of Ordinary Shares to be issued to the Warrant holder. The
number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set
forth in the Warrant Agreement.
The initial Warrant Price
per one 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 as set forth in the Warrant Agreement.
Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become null and void. 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, without regard to conflicts of laws
principles thereof.
Dated: [●]
THE GROWTH FOR GOOD
ACQUISITION CORPORATION
CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, as Warrant Agent
[Form 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 [●] (the "Warrant Agreement"),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (or successor warrant agent) (collectively, the "Warrant Agent"), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words "holders" or "holder"
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.
Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the 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 and (ii) a
prospectus thereunder relating to the Ordinary Shares is current, except through "cashless exercise" as provided for
in the Warrant Agreement.
The Warrant Agreement
provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants and the Warrant
Price 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 The Growth for Good Acquisition Corporation (the "Company")
in the amount of US$[●] 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 is to be exercised on a "cashless" basis pursuant to subsection 3.3.1(b) 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(b) 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]
Dated: [●]
[●]
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Name:
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Title:
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Address:
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TIN:
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Signature(s) Guaranteed:
THE SIGNATURE(S) SHOULD
BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULES).
Exhibit 4.4
SPECIMEN RIGHTS CERTIFICATE
NUMBER ___________
THE GROWTH FOR GOOD ACQUISITION CORPORATION
INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP [●]
THIS
RIGHTS CERTIFICATE CERTIFIES that [●], or registered assigns, is the registered holder of a right or rights (the “Right”)
to automatically receive one-sixteenth of one Class A ordinary share, par value $0.0001 per share (“Ordinary Share”),
of The Growth for Good Acquisition Corporation (the “Company”) for each Right evidenced by this Rights Certificate
on the Company’s completion of an initial business combination (as defined in the final prospectus relating to the Company’s
initial public offering (“Prospectus”) upon surrender of this Rights Certificate pursuant to the Rights Agreement between
the Company and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (or successor rights agent)
(collectively, the “Rights Agent”). In no event will the Company be required to net cash settle any Right or
issue a fractional Ordinary Share.
Upon liquidation of the Company in the event an initial business combination
is not consummated during the required period as identified in the Company’s Amended and Restated Memorandum and Articles of Association,
the Rights shall expire and be worthless. The holder of a Right shall have no right or interest of any kind in the Company’s trust
account (as defined in the Prospectus).
Upon due presentment for registration of transfer of the Right Certificate
at the office or agency of the Rights Agent, a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate
a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable
tax or other governmental charge. The Company shall not issue fractional shares upon exchange of Rights. The Company reserves the right
to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).
The Company and the Rights Agent may deem and treat the registered
holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone),
for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company
nor the Rights Agent shall be affected by any notice to the contrary.
This Right does not entitle the registered holder to any of the rights
of a shareholder of the Company. This Right shall be governed by and construed in accordance with the internal laws of the State of New
York, without regard to conflicts of laws principles thereof.
Dated:
[●]
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CHIEF EXECUTIVE OFFICER
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CHIEF FINANCIAL OFFICER
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The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
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TEN COM – as tenants in common
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UNIF GIFT MIN ACT - Custodian
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TEN ENT –
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as tenants by the entireties (Cust)
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(Minor)
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JT TEN –
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as joint tenants with right of survivorship and not as tenants in common
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under U.S. Uniform Gifts to Minors Act
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Additional Abbreviations may also be used though
not in the above list.
THE GROWTH FOR GOOD ACQUISITION CORPORATION
The Company will furnish without charge to each security holder who
so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of equity
securities or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This
certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Rights Agreement, Memorandum
and Articles of Association and all amendments thereto and resolutions of the Board of Directors providing for the issuance 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.
For value received, hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE(S))
Rights represented by the within Certificate, and do hereby irrevocably
constitute and appoint Attorney to transfer the said rights on the books of the within named Company will full power of substitution in
the premises.
Dated: ___________________________
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Notice:
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The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
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Signature(s) Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).
The holder of this certificate shall have no right or interest of any
kind in or to the funds held in the Company’s trust fund (as defined in the Prospectus).
Exhibit 4.5
FORM OF PUBLIC WARRANT AGREEMENT
between
THE GROWTH FOR GOOD ACQUISITION CORPORATION
and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated as of , 2021
THIS WARRANT AGREEMENT (this
“Agreement”), dated as of , 2021, is by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted
company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company,
as warrant agent (the “Warrant Agent,” 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 share of Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”), one right to receive
one-sixteenth of one Class A Ordinary Share (the “Rights”) and one-half of one redeemable Warrant (as defined below)
(the “Units”) and, in connection therewith, has determined to issue and deliver up to 12,650,000 warrants (including up to
1,650,000 warrants subject to the Over-allotment Option) to public investors in the Offering (the “Warrants”);
WHEREAS, each whole Warrant entitles the holder thereof to purchase
one whole share of Class A Ordinary Shares for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable.
A holder of the Warrants will not be able to exercise any fraction of a Warrant;
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 issuance of the Units, the Warrants and the shares of Class A Ordinary
Shares included in the Units;
WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Agreement.
2. Warrants.
2.1 Form of
Warrant. Each Warrant shall initially be issued in registered form only.
2.2 Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3 Registration.
2.3.1 Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the initial issuance of
the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on,
and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository
Trust Company (the “Depository”) (such institution, with respect to a Warrant in its account, a “Participant”).
If the Depository subsequently
ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have
the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant
Agent for cancellation each book-entry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive
certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.
Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”),
Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other principal officer of the Company. In the event
the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the
date of issuance.
2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the
person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of
such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate
made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
2.4 Detachability
of Warrants. The shares of Class A Ordinary Shares, Rights and Warrants comprising the Units shall begin separate trading on the fifty-second
(52nd) day following the date of the Prospectus or, if such fifty-second (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 Credit Suisse Securities
(USA) LLC and Barclays Capital Inc., as representatives of the several underwriters, but in no event shall the shares of Class A Ordinary
Shares, Rights and the Warrants comprising the Units be separately traded until (A) the Company has filed (i) a current report on Form
8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering,
including the proceeds then received by the Company from the exercise by the underwriters of their right to purchase additional Units
in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised or waived prior to the filing the
current report on Form 8-K and (ii) a second or amended current report on Form 8-K to provide updated financial information to reflect
the exercise of the underwriter’s Over-allotment Option, if the Over-allotment Option is exercised following the initial filing
of the such current report on Form 8-K, and (B) the Company issues a press release and files with the Commission a current report on
Form 8-K announcing when such separate trading shall begin.
2.5 No
Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the Units.
If, upon the detachment of Warrants from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the
Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.
3. Terms
and Exercise of Warrants.
3.1 Warrant
Price. Each whole Warrant, when countersigned by the Warrant Agent, shall entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Agreement, to purchase from the Company the number of shares of Class A 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 cash or by payment of Warrants
pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which each share
of Class A 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”) commencing on the later of: (i) the
date that is thirty (30) days after the first date on which the Company completes a merger, consolidation, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities
(a “Business Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering
and terminating at the earlier to occur of; (x) 5:00 p.m., New York City time on the date that is five (5) years after the date
on which the Company completes its initial Business Combination, (y) the liquidation of the Company, or (z) 5:00 p.m., New York
City time on the Redemption Date (as defined below) as provided in Section 6.2 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 hereof, with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as
defined below), in the event of a redemption (as set forth in Section 6 hereof), each Warrant not exercised on or before the Expiration
Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00
p.m., New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to
Registered Holders of the Warrants and, provided, further, that any such extension shall be identical in duration among all the Warrants.
3.3 Exercise
of Warrants.
3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in
the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying
in full the Warrant Price for each full share of Class A Ordinary Shares as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A Ordinary Shares and
the issuance of such share of Class A 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;
(b) in
the event of a redemption pursuant to Section 6.1 hereof in which the Board has elected to require all holders of the Warrants to
exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Ordinary Shares underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection
3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.1, the “Fair
Market Value” shall mean the 10-Day Average Closing Price (as defined below) as of the date on which the notice of redemption is
sent to the holders of the Warrants, pursuant to Section 6.2 hereof; or
(c) as
provided in Section 7.4 hereof.
3.3.2 Issuance
of Shares of Class A 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) hereof), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Class A 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 shares of Class A
Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated
to deliver any shares of Class A Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such
Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Ordinary Shares underlying
the Warrants is then effective and a prospectus relating thereto is current or a valid exemption from registration is available. No Warrant
shall be exercisable and the Company shall not be obligated to issue shares of Class A Ordinary Shares upon exercise of a Warrant
unless the shares of Class A Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt
from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the
event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of
a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A Ordinary Shares
underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders
of Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4.2 hereof. If, by reason of any exercise
of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive
a fractional interest in a share of Class A Ordinary Shares, the Company shall round down to the nearest whole number the number
of shares of Class A Ordinary Shares to be issued to such holder.
3.3.3 Valid
Issuance. All shares of Class A 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 shares of Class A Ordinary Shares
is issued shall for all purposes be deemed to have become the holder of record of such shares of Class A 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 shares of Class A Ordinary Shares at the close of business on the next succeeding date on which
the share transfer books or book-entry system of the Warrant Agent 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 shares of Class A Ordinary Shares outstanding immediately after
giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Class A Ordinary Shares
beneficially owned by such person and its affiliates shall include the number of shares of Class A Ordinary Shares issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Class A
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 shares of Class A Ordinary Shares, the holder may rely on the number of issued and outstanding shares of
Class A 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 shares
of Class A Ordinary Shares issued and outstanding. For any reason at any time, upon the written request of the holder of the Warrant,
the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Class A
Ordinary Shares then outstanding. In any case, the number of issued and outstanding shares of Class A 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 shares of Class A 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
Dividends.
4.1.1 Share
Dividends and Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and
outstanding shares of Class A Ordinary Shares is increased by a share dividend payable in shares of Class A Ordinary Shares,
or by a split-up of shares of Class A Ordinary Shares, or other similar event, then, on the effective date of such share dividend,
split-up or similar event, the number of shares of Class A Ordinary Shares issuable on exercise of each Warrant shall be increased
in proportion to such increase in the issued and outstanding shares of Class A Ordinary Shares. A rights offering to holders of shares
of Class A Ordinary Shares entitling holders to purchase shares of Class A Ordinary Shares at a price less than the “Fair
Market Value” (as defined below) shall be deemed a share dividend of a number of shares of Class A Ordinary Shares equal to
the product of (i) the number of shares 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 the shares of Class A Ordinary
Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Ordinary Shares paid in
such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, if the rights offering is for securities
convertible into or exercisable for shares of Class A Ordinary Shares, in determining the price payable for the shares of Class A
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. “10-Day Average Closing Price” means, as of any date, the average last reported sale price of
the Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to such date.
“Fair Market Value” means the 10-Day Average Closing Price as of the first (1st) date on which the shares of Class A
Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Notwithstanding
anything to the contrary herein, no shares of Class A 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 the shares of Class A Ordinary Shares on account of such shares of Class A
Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as
described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of
the holders of the shares of Class A Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy
the redemption rights of the holders of shares of Class A Ordinary Shares in connection with a shareholder vote to approve an amendment
to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation
to redeem 100% of the shares of Class A Ordinary Shares if the Company does not complete its initial Business Combination within
the period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with the redemption
of the shares of Class A Ordinary Shares included in the Units sold in the Offering upon the Company’s failure to complete
the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share
of Class A Ordinary Shares 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 shares of Class A 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 shares of Class A Ordinary Shares issuable on exercise of each Warrant) does not exceed $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 shares
of Class A Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of shares of Class A
Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification
or similar event, the number of shares of Class A Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion
to such decrease in issued and outstanding shares of Class A Ordinary Shares.
4.3 Adjustments
in Warrant Price. Whenever the number of shares of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted,
as provided in Section 4.1 or 4.2 hereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A 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 shares of Class A Ordinary Shares so purchasable immediately thereafter.
4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of
Class A Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such
shares of Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity in which
any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act)
acquires more than 50% of the voting power of the Company’s securities, or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or substantially as an entirety, the holders of the Warrants shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu
of the shares of Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, 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 if the
holders of the shares of Class A 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 shares of Class A Ordinary Shares in such consolidation or merger that affirmatively make
such election; provided, further, that if less than seventy percent (70%) of the consideration receivable by the holders of the shares
of Class A Ordinary Shares in the applicable event is payable in the form of Class A Ordinary Shares in the successor entity
that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30)
days following the public disclosure of the consummation of such applicable event by the Company pursuant to a current report on Form 8-K
filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant
Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less
than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the
value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped
American Call on Bloomberg Financial Markets (“Bloomberg”), as calculated by an accounting, appraisal, investment banking
firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified to make such calculation.
For purposes of calculating such amount, (1) Section 6.1 shall be taken into account, (2) the price of each share of Class A
Ordinary Shares shall be the 10-Day Average Closing Price as of the effective date of the applicable event, (3) the assumed volatility
shall be the ninety (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 shares of Class A Ordinary Shares consists exclusively of cash, the amount of such cash per share of Class A
Ordinary Shares, and (ii) in all other cases, the average last reported sale price of the shares of Class A 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 shares of Class A Ordinary Shares covered by subsection 4.1.1
hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, or 4.3 hereof and this Section 4.4. The
provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of
the Warrant.
4.5 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Class A 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 shares of Class A 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; provided, however, that no adjustment to the number of shares of Class A Ordinary Shares issuable upon exercise
of a Warrant shall be required until cumulative adjustments amount to one percent (1%) or more of the number of shares of Class A
Ordinary Shares issuable upon exercise of a Warrant as last adjusted; provided, further, that any such adjustments that are not made are
carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments
shall be made (i) in connection with any subsequent adjustment that (taken together with such carried forward adjustments) would
result in a change of at least one percent (1%) in the number of shares of Class A Ordinary Shares issuable upon exercise of a Warrant
and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4 hereof,
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 a fractional
share of Class A Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round down to the nearest whole number the number of shares of Class A Ordinary Shares to be issued to
such holder.
4.7 Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of shares of Class A 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.
5. Transfer
and Exchange of Warrants.
5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon
surrender of such Warrant for transfer, properly endorsed with signatures 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 in the event that a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange 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 Transfers
of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants which
would require 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 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
of Warrants.
6.1 Redemption
of Warrants for Cash. All, but not less than all, of the outstanding Warrants may be redeemed for cash, 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 6.2 hereof, at a Redemption Price of $0.01 per Warrant, provided that the last reported sale price of the share
of Class A Ordinary Shares has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on
each of twenty (20) trading days within the thirty (30) trading day period ending on the third (3rd) trading day prior to the date on
which notice of the redemption is given and provided, that there is an effective registration statement covering the shares of Class A
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 6.2 hereof) or the Company has elected to require the exercise of the Warrants on a “cashless
basis” pursuant to subsection 3.3.1(b) hereof.
6.2 Date
Fixed for, and Notice of Redemption; Redemption Price. In the event that the Company elects to redeem the Warrants pursuant to Section 6.1
hereof, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption
Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration
books. As used in this Agreement, “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant
to Section 6.1.
6.3 Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” pursuant to subsection 3.3.1(b) hereof,
if applicable) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior
to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless
basis” pursuant to subsection 3.3.1(b) hereof, the notice of redemption shall contain instructions on how to calculate the
number of shares of Class A Ordinary Shares to be received upon exercise of the Warrants. On and after the Redemption Date, the record
holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.
7. Other
Provisions Relating to Rights of Holders of Warrants.
7.1 No
Rights as 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 shareholder in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.
7.2 Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may
on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Warrant shall be at any time enforceable by anyone.
7.3 Reservation
of Shares of Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Class A 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 Shares of Class A Ordinary Shares; Cashless Exercise at Company’s Option.
7.4.1 Registration
of the Class A 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 for the registration, under the Securities Act, of the shares of Class A Ordinary Shares issuable upon exercise
of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance
with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business
Day following the closing of the Company’s initial Business Combination, holders of the Warrants shall have the right, during the
period beginning on the sixty-first (61st) Business Day after the closing of the Company’s initial Business Combination and ending
upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to
have maintained an effective registration statement covering the shares of Class A Ordinary Shares issuable upon exercise of the
Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of
the Securities Act (or any successor statute) or another exemption) for that number of shares of Class A Ordinary Shares per Warrant
equal to (A) the quotient obtained by dividing (x) the excess of the 10-Day Average Closing Price as of the date of exchange
over the Warrant Price by (y) 10-Day Average Closing Price as of the date of exchange. 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 Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an
outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance
with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Class A 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 hereof, for the avoidance of any doubt, unless and until
all of the Warrants have been exercised, 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 shares of 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 (or any successor statute), the Company may, at its option, (i) require holders of Warrants who exercise Warrants
to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any
successor statute) as described in subsection 7.4.1 hereof and (ii) in the event the Company so elects, the Company shall (x) not
be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Class A
Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its
commercially reasonable efforts to register or qualify for sale the Class A Ordinary Shares issuable upon exercise of the Warrants
under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available. To exercise
the Warrants on a cashless basis pursuant to Section 7.4.2, each Registered Holder would pay the Warrant Price by surrendering the
Warrants in exchange for a number of shares of Class A Ordinary Shares equal to the quotient obtained by dividing (i) the product
of (A) the number of the shares of Class A Ordinary Shares underlying the Warrants and (B) the excess of the “Fair
Market Value” (as defined in this subsection 7.4.2) over the Warrant Price of the Warrants by (ii) the Fair Market Value. Solely
for purposes of this subsection 7.4.2, the “Fair Market Value” shall mean 10-Day Average Trading Price as of the date on which
the notice of exercise is received by the Warrant Agent.
8. Concerning
the Warrant Agent and Other Matters.
8.1 Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent
in respect of the issuance or delivery of shares of Class A Ordinary Shares upon the exercise of the Warrants, but the Company and
the Warrant Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Class A 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 or other entity organized and existing under the laws
of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and
authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of
the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant
Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties, and obligations.
8.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the Transfer Agent for the shares of Class A Ordinary Shares not later than the effective date of any such appointment.
8.2.3 Merger
or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this
Agreement without any further act.
8.3 Fees
and Expenses of Warrant Agent.
8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant
to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.
8.3.2 Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or
performing of the provisions of this Agreement.
8.4 Liability
of Warrant Agent.
8.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other
principal officer 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, or its representatives’, gross negligence, willful misconduct, fraud,
bad faith or material breach of this Agreement. 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 or its representatives’ gross negligence,
willful misconduct, fraud, bad faith or material breach of this Agreement.
8.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Class A Ordinary Shares to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Class A 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 shares of Class A 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:
The Growth for Good
Acquisition Corporation
12 E 49th Street
11th Floor
New York, NY 10017
Attention:
Email:
with a copy to (which
shall not constitute notice):
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020-1401
Attention: J. Peyton Worley
Email: peyton.worley@lw.com
Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:
Continental Stock
Transfer & Trust Company
1 State Street, 30th
Floor
New York, NY 10004
Attention: Compliance
Department
in each case, with
a copy to:
[Name]
[Address]
Attention:
Email:
9.3 Applicable
Law; Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. 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 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 of the forum provisions above, is filed in a court other than a court located within the State of New York
or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Warrant
holder, such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located
within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought
in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon
such Warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent
for such warrant holder.
9.4 Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or
other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy or claim under or by reason of
this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and
assigns and of the Registered Holders of the Warrants.
9.5 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the
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 to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this
Agreement set forth in the Prospectus or (ii) adding or changing any provisions with respect to matters or questions arising under
this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered
Holders. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise
Period shall require the vote or written consent of the Registered Holders of fifty percent (50%) of the then outstanding Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2
hereof, respectively, without the consent of the Registered Holders.
9.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
Exhibit A – Form of
Warrant Certificate
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name:
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Title:
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[Signature Page to Warrant Agreement]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
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CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
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By:
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Name:
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Title:
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[Signature Page to Warrant Agreement]
EXHIBIT A
[Form of Warrant Certificate]
[FACE]
Number
Warrants
THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED
PRIOR
TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
THE GROWTH FOR GOOD ACQUISITION CORPORATION
Incorporated Under the Laws of the Cayman Islands
CUSIP [●]
Warrant Certificate
This Warrant Certificate certifies
that , or registered assigns, is the registered holder of warrants (each, a “Warrant” and together, the “Warrants”)
to purchase Class A ordinary shares, $0.0001 par value per share (“Ordinary Shares”), of The Growth for Good Acquisition
Corporation, a Cayman Islands exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise during
the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares as set forth below, at the Warrant exercise (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. Fractional shares shall not be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall,
upon exercise, round down to the nearest whole number of the number of Ordinary Shares to be issued to the Warrant holder. The number
of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth
in the Warrant Agreement.
The initial Warrant Price
per one 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 as set forth in the Warrant Agreement.
Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become null and void. 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, without regard to conflicts of laws principles
thereof.
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
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By:
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Name:
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Title:
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[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [_] Ordinary Shares
and are issued or to be issued pursuant to a Warrant Agreement dated as of [__], 202[_] (the “Warrant Agreement”), duly executed
and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (or successor
warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered
Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon
written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to
them in the Warrant Agreement.
Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the 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 and (ii) a
prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the
Warrant Agreement.
The Warrant Agreement provides
that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants and the Warrant Price
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 The Growth for Good Acquisition Corporation (the “Company”) in the amount of
$ in accordance with the terms hereof. The
undersigned requests that a certificate for such Ordinary Shares be registered in the name of
, whose address is
and that such Ordinary Shares be delivered to
whose address is . If said number of Ordinary
Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of
, whose address is
and that such Warrant Certificate be delivered
to , whose address is .
In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) 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(b) of the Warrant Agreement.
In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares
that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary
Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the
Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the
remaining balance of such Ordinary Shares be registered in the name of
, whose address is
and that such Warrant Certificate be delivered
to , whose address is
.
[Signature Page Follows]
Date: ,
20[_]
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(Signature)
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(Address)
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(Tax Identification Number)
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Signature Guaranteed:
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 SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
Exhibit 4.6
FORM OF PRIVATE WARRANT AGREEMENT
between
THE GROWTH FOR GOOD ACQUISITION CORPORATION
and
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
Dated as of ,
2021
THIS WARRANT AGREEMENT (this
“Agreement”), dated as of , 2021, is by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted
company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust
company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
WHEREAS, on , 2021,
the Company entered into that certain Private Placement Unit Purchase Agreement with G4G Sponsor LLC, a Delaware limited liability company
(the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 734,000 units of the Company’s equity
securities (or up to 800,000 units if the over-allotment option is exercised in full) (the “Private Placement Units”),
each such unit comprised of one share of Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”)
and one-half of one private warrant (the “Private Placement Warrants”) simultaneously with the closing of the Offering
(and the closing of the over-allotment option, if applicable) bearing the legend set forth in Exhibit A hereto at a purchase price
of $10.00 per Private Placement Unit;
WHEREAS, in order to finance the Company’s transaction costs
in connection with an intended initial Business Combination (as defined below), the Sponsor or affiliates of the Sponsor or certain of
the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which
up to $1,500,000 of such loans may be convertible into up to an additional 150,000 Private Placement Units at a purchase price of $10.00
per Private Placement Unit, which include one-half of one private warrant (the “Working Capital Warrants” and, together
with the Private Placement Warrants, the “Warrants”);
WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), one right
to receive one-sixteenth of one Class A Ordinary Share (the “Rights”) and one-half of one public warrant (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 12,650,000 warrants (including up to 1,650,000 warrants subject
to the Over-allotment Option) to public investors in the Offering;
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 issuance of the Units, the Rights, the
Warrants and the shares of Class A 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 and exercise of the Warrants;
WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in
this Agreement.
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2.1
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Form of Warrant. Each Warrant shall initially be issued in registered form only.
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2.2 Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3.1 Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the initial issuance
of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. If requested, the Registered Holder of a Warrant shall be issued a definitive
certificate in physical form evidencing such Warrants which shall be in the form attached hereto as Exhibit B.
Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”),
Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other principal officer of the Company. In the event
the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the
date of issuance.
2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical
certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
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3.
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Terms and Exercise of Warrants.
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3.1 Warrant
Price. Each whole Warrant, when countersigned by the Warrant Agent, shall entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Agreement, to purchase from the Company the number of shares of Class A Ordinary Shares stated therein,
at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the penultimate sentence
of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share
at which each share of Class A 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. The term “Business
Day” means a day other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal
business.
3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes
a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses or entities (a “Business Combination”), or (ii) the date that is twelve (12)
months from the date of the closing of the Offering and terminating at the earlier to occur of; (x) 5:00 p.m., New York City time on the
date that is five (5) years after the date on which the Company completes its initial Business Combination and (y) the liquidation of
the Company (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 hereof, with respect to an effective registration
statement or a valid exemption being available. Each Warrant not exercised on or before the Expiration Date shall become null and void,
and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that
the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and,
provided, further, that any such extension shall be identical in duration among all the Warrants.
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3.3
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Exercise of Warrants.
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3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
Registered Holder thereof by surrendering it (if evidenced by definitive certificate) at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in
the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Class A Ordinary Shares as to which the
Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant
for the shares of Class A Ordinary Shares and the issuance of such share of Class A 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;
(b) by
surrendering the Warrants for that number of shares of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the 10- Day Average
Closing Price, as of the date prior to the date on which notice of exercise is sent or given to the Warrant Agent, less the Warrant Price
by (y) the 10-Day Average Closing Price. “10-Day Average Closing Price” means, as of any date, the average last
reported sale price of the Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to such date. “Last Reported Sale Price” shall mean the last reported sale price of the shares of Class A
Ordinary Shares on the date prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or
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(c)
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as provided in Section 6.4 hereof.
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3.3.2 Issuance
of Shares of Class A 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) hereof), the Company shall issue
to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Class A
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 shares
of Class A Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall
not be obligated to deliver any shares of Class A Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Ordinary
Shares underlying the Warrants is then effective and a prospectus relating thereto is current or a valid exemption from registration is
available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Class A Ordinary Shares upon
exercise of a Warrant unless the shares of Class A Ordinary Shares issuable upon such Warrant exercise has been registered, qualified
or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder
of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant,
the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in
which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares
of Class A Ordinary Shares underlying such Unit. In no event will the Company be required to net cash settle the Warrant
exercise. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share of Class A Ordinary Shares, the Company shall round down
to the nearest whole number the number of shares of Class A Ordinary Shares to be issued to such holder. Notwithstanding anything
in this Agreement, for so long as any Warrant is held by G4G Sponsor LLC, such Warrant will not be exercisable more than five (5) years
from the effective date of the Registration Statement, in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”)
Rules. In addition, no such Warrant will contain terms which allow G4G Sponsor LLC to receive or accrue cash dividends prior to the exercise
of the Warrants.
3.3.3 Valid
Issuance. All shares of Class A 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 shares of Class A Ordinary
Shares is issued shall for all purposes be deemed to have become the holder of record of such shares of Class A 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 shares of Class A Ordinary Shares at the close of business on the next succeeding
date on which the share transfer books or book- entry system of the Warrant Agent 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 shares of Class A Ordinary Shares
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of
Class A Ordinary Shares beneficially owned by such person and its affiliates shall include the number of shares of Class A Ordinary
Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Class A 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 shares of Class A Ordinary Shares, the holder may rely on the
number of issued and outstanding shares of Class A 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 shares of Class A Ordinary Shares issued and outstanding. For any reason at any time, upon the
written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such
holder the number of shares of Class A Ordinary Shares then outstanding. In any case, the number of issued and outstanding shares
of Class A 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 shares of Class A 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.
3.3.6 Lock-up
of Private Placement Warrants. The Warrants held by G4G Sponsor LLC and the shares of Class A Ordinary Shares that are issuable
upon exercise of such Warrants have been deemed compensation by the FINRA and are therefore subject to a 180-day lockup pursuant to FINRA
Rule 5110(e)(1), commencing on the effective date of the Registration Statement. Pursuant to FINRA Rule 5110(e)(1), these securities
will not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short
sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of
180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering, except to any
underwriter and selected dealer participating in the Offering and their bona fide officers or partners (provided that all securities so
transferred remain subject to the lockup restriction above for the remainder of the time period) or pursuant to another exception to the
applicability of FINRA Rule 5110(e)(1).
4.1.1 Share
Dividends and Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of
issued and outstanding shares of Class A Ordinary Shares is increased by a share dividend payable in shares of Class A Ordinary
Shares, or by a split-up of shares of Class A Ordinary Shares, or other similar event, then, on the effective date of such share
dividend, split-up or similar event, the number of shares of Class A Ordinary Shares issuable on exercise of each Warrant shall be
increased in proportion to such increase in the issued and outstanding shares of Class A Ordinary Shares. A rights offering to holders
of shares of Class A Ordinary Shares entitling holders to purchase shares of Class A Ordinary Shares at a price less than the
“Fair Market Value” (as defined below) shall be deemed a share dividend of a number of shares of Class A Ordinary
Shares equal to the product of (i) the number of shares 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 the shares of Class A
Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Ordinary Shares
paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, if the rights offering
is for securities convertible into or exercisable for shares of Class A Ordinary Shares, in determining the price payable for the
shares of Class A 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. “Fair Market Value” means the 10-Day Average Closing Price as of the first
(1st) date on which the shares of Class A Ordinary Shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights. Notwithstanding anything to the contrary herein, no shares of Class A 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 the shares of Class A Ordinary Shares on account of such shares of Class A
Ordinary Shares (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as
described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
of the holders of the shares of Class A Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy
the redemption rights of the holders of shares of Class A Ordinary Shares in connection with a shareholder vote to approve an amendment
to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation
to redeem 100% of the shares of Class A Ordinary Shares if the Company does not complete its initial Business Combination within
the period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with the redemption
of the shares of Class A Ordinary Shares included in the Units sold in the Offering upon the Company’s failure to complete
the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share
of Class A Ordinary Shares 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 shares of Class A 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 shares of Class A Ordinary Shares issuable on exercise of each Warrant) does not exceed $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
shares of Class A Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of shares
of Class A Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share
split, reclassification or similar event, the number of shares of Class A Ordinary Shares issuable on exercise of each Warrant shall
be decreased in proportion to such decrease in issued and outstanding shares of Class A Ordinary Shares.
4.3 Adjustments
in Warrant Price. Whenever the number of shares of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted,
as provided in Section 4.1 or 4.2 hereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of
Class A 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 shares of Class A Ordinary Shares so purchasable immediately thereafter.
4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares
of Class A Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the
par value of such shares of Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another
entity in which any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the
Exchange Act) acquires more than 50% of the voting power of the Company’s securities, or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety, the holders
of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the shares of Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of share or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, 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 if the holders of the shares of Class A 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 shares of Class A Ordinary Shares
in such consolidation or merger that affirmatively make such election; provided, further, that if less than seventy percent
(70%) of the consideration receivable by the holders of the shares of Class A Ordinary Shares in the applicable event is payable
in the form of Class A Ordinary Shares in the successor entity that is listed for trading on a national securities exchange or is
quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if
the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such
applicable event by the Company pursuant to a current report on Form 8-K filed with the Commission, the Warrant Price shall be reduced
by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the
Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined
below). The “Black- Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the
applicable event based on the Black-Scholes Warrant Model for an uncapped American Call on Bloomberg Financial Markets (“Bloomberg”),
as calculated by an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good
faith judgment of the Board, qualified to make such calculation. For purposes of calculating such amount, (1) the price of each share
of Class A Ordinary Shares shall be the average last reported sale price of the Class A Ordinary Shares as reported during the
ten (10) trading day period ending on the trading day prior to the applicable event, (2) the assumed volatility shall be the
ninety (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 (3) 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 shares of Class A Ordinary Shares consists exclusively of cash, the amount of such cash per share of Class A
Ordinary Shares, and (ii) in all other cases, the average last reported sale price of the shares of Class A 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 shares of Class A Ordinary Shares covered by subsection
4.1.1 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, or 4.3 hereof
and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par
value per share issuable upon exercise of the Warrant.
4.5 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Class A 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 shares of Class A 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; provided, however, that no adjustment to the number of shares of Class A Ordinary Shares issuable
upon exercise of a Warrant shall be required until cumulative adjustments amount to one percent (1%) or more of the number of shares of
Class A Ordinary Shares issuable upon exercise of a Warrant as last adjusted; provided, further, that any such adjustments
that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried
forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with such carried forward
adjustments) would result in a change of at least one percent (1%) in the number of shares of Class A Ordinary Shares issuable upon
exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3 or 4.4 hereof, 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 a fractional
share of Class A Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round down to the nearest whole number the number of shares of Class A Ordinary Shares to be issued to
such holder.
4.7 Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares of Class A 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.
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5.
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Transfer and Exchange of Warrants.
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5.1 Transferability.
Subject to compliance with applicable law, the Warrants may be transferred, assigned or sold to any person.
5.2 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures 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.
5.3 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 in the event that a
Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange 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.
5.4 Transfers
of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants which
would require the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant.
5.5 Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.6 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.
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6.
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Other Provisions Relating to Rights of Holders of Warrants.
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6.1 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 shareholder in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.
6.2 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.
6.3 Reservation
of Shares of Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but
unissued shares of Class A Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.
6.4 Registration
of the Class A 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 for the registration, under the Securities Act, of the shares of Class A Ordinary Shares issuable upon exercise
of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the
provisions of this Agreement.
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7.
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Concerning the Warrant Agent and Other Matters.
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7.1 Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Class A Ordinary Shares upon the exercise of the Warrants, but the Company
and the Warrant Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Class A Ordinary
Shares.
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7.2
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Resignation, Consolidation, or Merger of Warrant Agent.
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7.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with
such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any
successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing
under the laws of the State of New York, in good standing and having its principal office in the 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.
7.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the Transfer Agent for the shares of Class A Ordinary Shares not later than the effective date of any
such appointment.
7.2.3 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.
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7.3
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Fees and Expenses of Warrant Agent.
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7.3.1 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.
7.3.2 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.
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7.4
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Liability of Warrant Agent.
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7.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary or
other principal officer 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.
7.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own, or its representatives’, gross negligence, willful misconduct, fraud,
bad faith or material breach of this Agreement. 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 or its representatives’ gross negligence,
willful misconduct, fraud, bad faith or material breach of this Agreement.
7.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any shares of Class A Ordinary Shares to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Class A Ordinary Shares shall, when issued, be valid and fully paid
and non-assessable.
7.5 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Class A Ordinary Shares
through the exercise of the Warrants.
7.6 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.
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8.
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Miscellaneous Provisions.
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8.1 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.
8.2 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:
The Growth for Good
Acquisition Corporation
12 E 49th Street
11th Floor
New York, NY 10017
Attention:
Email:
with a copy to (which
shall not constitute notice):
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020-1401
Attention: J. Peyton Worley
Email: peyton.worley@lw.com
Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:
Continental Stock
Transfer & Trust Company
1 State Street, 30th
Floor
New York, NY 10004
Attention: Compliance
Department
in each case, with
a copy to:
[Name]
[Address]
Attention:
Email
8.3 Applicable
Law; Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. 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 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 of 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.
8.4 Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and
assigns and of the Registered Holders of the Warrants.
8.5 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.
8.6 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.
8.7 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.
8.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any
ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this
Agreement set forth in the Prospectus or (ii) adding or changing any provisions with respect to matters or questions arising under
this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered
Holders. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise
Period shall require the vote or written consent of the Registered Holders of fifty percent (50%) of the then outstanding Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and
3.2 hereof, respectively, without the consent of the Registered Holders.
8.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
Exhibit A – Legend
Exhibit B – Form of Warrant Certificate
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant
Agent
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By:
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Name:
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Title:
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[Signature Page to
Private 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 THE GROWTH FOR GOOD ACQUISITION CORPORATION (THE
“COMPANY”), G4G 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 SHARES OF 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 NULL AND VOID IF NOT
EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
THE GROWTH FOR GOOD ACQUISITION CORPORATION
Incorporated Under the Laws of the Cayman Islands
CUSIP [●]
Warrant Certificate
This
Warrant Certificate certifies that , or registered assigns, is the registered holder of
warrants (each a “Warrant” and together, the “Warrants”) to purchase Class A
ordinary shares, $0.0001 par value per share (“Ordinary Shares”), of The Growth for Good Acquisition Corporation,
a Cayman Islands exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise during
the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the
Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement)
of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of
the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this
Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant
is initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of
any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the
Company shall, upon exercise, round down to the nearest whole number of the number of Ordinary Shares to be issued to the Warrant holder.
The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.
The initial Warrant
Price per one 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 as set forth in the Warrant Agreement. Subject to the conditions set forth in the Warrant Agreement, the Warrants may
be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become
null and void.
Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws
principles thereof.
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
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By:
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Name:
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Title:
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[Form 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 (the “Warrant Agreement”), duly executed
and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (or successor
warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference
in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.
Warrants may be
exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant
Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly
completed and executed, together with payment of the 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 and
(ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise”
as provided for in the Warrant Agreement.
The Warrant Agreement
provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants and the Warrant
Price 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 The Growth for Good Acquisition Corporation (the
“Company”) in the amount of
US$ 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 is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) 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(b) of
the Warrant Agreement.
In the event that
the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary
Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which
allows for such cashless exercise and
(ii) the holder hereof shall complete
the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the
cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary
Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of ,
whose address is and that such Warrant Certificate be delivered to ,
whose address is .
[Signature Page Follows]
Date: ,
20[_]
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(Signature)
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(Address)
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(Tax Identification Number)
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Signature Guaranteed:
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 SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED).
Exhibit 4.7
FORM OF RIGHTS AGREEMENT
This Rights Agreement (this
“Agreement”) is made as of __________, 2021, by and between The Growth for Good Acquisition Corporation, a Cayman
Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation (the “Rights Agent”).
WHEREAS, the Company is engaged in a public offering (the “Public
Offering”) of 22,000,000 units (the “Units”) of the Company (and up to 3,300,000 additional Units
if the underwriters’ over-allotment option is exercised in full), each Unit consisting of one Class A ordinary share of the Company,
par value $0.0001 per share (the “Ordinary Shares”), one right to receive one-sixteenth of one Ordinary Share
upon the happening of the triggering event described herein (the “Right”), and one-half of one redeemable warrant
to purchase one Ordinary Share for $11.50 per share (the “Warrant”);
WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. [333-
] (the “Registration Statement”), and related Prospectus (the “Prospectus”) for the
registration, under the Securities Act of 1933, as amended (the “Act”), of, among other securities, the Rights
and the Ordinary Shares issuable to the holders of the Rights;
WHEREAS, the Company desires
the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration,
transfer and exchange of the Rights;
WHEREAS, the Company desires to provide for the form and provisions
of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company,
the Rights Agent, and the holders of the Rights; and
WHEREAS, all acts and things have been
done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of
the Rights 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 Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent
hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Rights.
2.1 Form of
Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chair of the Board, the Chief
Executive Officer, the Chief Financial Officer, the President, the Treasurer or the Secretary of the Company. In the event the person
whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right
before such Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
2.2 Effect
of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of
no effect and may not be exchanged for Ordinary Shares.
2.3 Registration.
2.3.1 Right
Register. The Rights Agent shall maintain books (the “Right Register”) for the registration of original
issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register
the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Rights Agent by the Company.
2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the
person in whose name such Right shall be registered upon the Right Register (the “Registered Holder”) as the
absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the
Right Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other
purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
2.4 Detachability
of Rights. Each of the securities comprising the Units shall begin separate trading on the fifty-second (52nd) day following the date
of the Prospectus or, if such fifty-second (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 Credit Suisse Securities
(USA) LLC and Barclays Capital Inc., as representatives of the several underwriters, with the respect to such consent, but in no event
shall the securities comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K
with the SEC 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 such Form 8-K,
and a second or amended Current Report on Form 8-K to provide updated financial information to reflect the exercise of the underwriters’
Over-Allotment option, if the Over-Allotment option is exercised following the initial filing of such Current Report on Form 8-K,
and (B) the Company issues a press release and files with the Commission a Current Report on Form 8-K announcing when such separate
trading shall begin. Upon the Detachment Date, holders of Units will have the option to continue to hold Units or separate their Units
into the component pieces.
3. Terms
and Exchange of Rights.
3.1 Rights.
Each Right shall entitle the holder thereof to receive one-sixteenth of one Ordinary Share upon the happening of an Exchange Event (defined
below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon an Exchange
Event as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event will the Company
be required to net cash settle the Rights or issue fractional Ordinary Shares.
3.2 Exchange
Event. An “Exchange Event” shall occur upon the Company’s consummation of an initial Business Combination
(as defined in the Company’s Amended and Restated Memorandum and Articles of Association).
3.3 Exchange
of Rights.
3.3.1 Issuance
of Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights
to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the Registered
Holder of such Right(s) the number of full 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 issue to such Registered Holder(s) a certificate or book-entry position for the such shares.
Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required
to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would
otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the
Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum
and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner
permitted by the Act and the Amended and Restated Memorandum and Articles of Association, which would include the rounding down of any
entitlement to receive Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder
being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future
fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and
extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights,
such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.
3.3.2 Valid
Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid
and nonassessable.
3.3.3 Date
of Issuance. Each person in whose name any such certificate or book-entry position for Ordinary Shares is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of
such certificate or entry of position.
3.3.4 Company
Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting
entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of the
Ordinary Shares will receive in such transaction, for the number of shares such holder is entitled to pursuant to Section 3.3.1
above. If the Company does not continue as the publicly held reporting entity upon an Exchange Event, each holder of a Right will be required
to affirmatively convert his/her or its rights in order to receive the one-sixteenth of one share underlying each right (without paying
any additional consideration) upon consummation of the Exchange Event. In such a case, each holder of a Right will be required to indicate
his, her or its election to convert the Rights into underlying Ordinary Shares as well as to return the original certificates evidencing
the Rights to the Company.
3.4 Duration
of Rights. If an Exchange Event does not occur 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, the Rights shall expire and shall be worthless.
4. Transfer
and Exchange of Rights.
4.1 Registration
of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon
surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall
be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon
request.
4.2 Procedure
for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer,
and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the Registered Holder of the Rights
so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer
bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall not cancel such
Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that
such transfer may be made and indicating no restrictive legend is required.
4.3 Fractional
Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a Right Certificate for a fraction of a Right.
4.4 Service
Charges. No service charge shall be made for any exchange or registration of transfer of Rights.
4.5 Adjustments
to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence
of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend,
reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary
Shares occurring on or after the date hereof and prior to the Exchange Event.
4.6 Right
Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever
required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.
5. Other
Provisions Relating to Rights of Holders of Rights.
5.1 No
Rights as Shareholder. Until the exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle the Registered
Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or
other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings
of shareholders or the election of directors of the Company or any other matter.
5.2 Lost,
Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights 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 Right, include
the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed.
Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Right shall be at any time enforceable by anyone.
5.3 Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares
that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.
6. Concerning
the Rights Agent and Other Matters.
6.1 Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights
Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to
pay any transfer taxes in respect of the Rights or such Ordinary Shares.
6.2 Resignation,
Consolidation, or Merger of Rights Agent.
6.2.1 Appointment
of Successor Rights Agent. The Rights 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
Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights
Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his,
her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights 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 Rights
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with
like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such
successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor
Rights 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 Rights Agent all such authority, powers, rights, immunities, duties, and obligations.
6.2.2 Notice
of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the
predecessor Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.
6.2.3 Merger
or Consolidation of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or
any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent
under this Agreement without any further act.
6.3 Fees
and Expenses of Rights Agent.
6.3.1 Remuneration.
The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse
the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.
6.3.2 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 Rights Agent for the carrying
out or performing of the provisions of this Agreement.
6.4 Liability
of Rights Agent.
6.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may
rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
6.4.2 Indemnity.
The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6
below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of
the Rights Agent’s gross negligence, willful misconduct, or bad faith.
6.4.3 Exclusions.
The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Right; 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 Right or as to whether any Ordinary
Shares will when issued be valid and fully paid and nonassessable.
6.5 Acceptance
of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth.
6.6 Waiver.
The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Rights 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.
7. Miscellaneous
Provisions.
7.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns.
7.2 Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right 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 days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by
the Company with the Rights Agent), as follows:
The Growth for Good
Acquisition Corporation
12 E 49th Street
11th Floor
New York, NY 10017
Attention: Yana Watson
Kakar
Email: yana.kakar@g4ginvestment.com
with a copy to (which
shall not constitute notice):
Latham &
Watkins LLP
1271 Avenue of the
Americas
New York, NY 10020-1401
Attention: J. Peyton
Worley
Email:
peyton.worley@lw.com
Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights 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 days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as
follows:
Continental Stock
Transfer & Trust Company
One State Street,
30th Floor
New York, New York
10004
Attn: Compliance Department
in each case, with
a copy to:
[Name]
[Address]
Attention:
Email
7.3 Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all
respects by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company and the
Rights Agent hereby agree that any action, proceeding or claim against either of them arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or
claim. The Company and the Rights Agent hereby waive 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), any other claim for which the
federal district courts of the United States of America are the sole and exclusive forum, or any complaint asserting a cause of action
arising under the Act against us or any of our directors, officers, other employees or agents. Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder.
Any person or entity purchasing
or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this
Section 7.3. 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 Rights holder, such Rights 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 Rights holder in any such enforcement action by service
upon such Rights holder’s counsel in the foreign action as agent for such Rights holder.
7.4 Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
Registered Holders of the Rights and 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 Rights.
7.5 Examination
of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the
Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Right. The Rights Agent may require any
such holder to submit his, her or its Right for inspection by it.
7.6 Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
7.7 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.
7.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the Registered Holders. All other modifications or amendments shall require the written consent or vote
of the Registered Holders of a majority of the then outstanding Rights.
7.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name:
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Title:
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CONTINENTAL STOCK
TRANSFER &
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TRUST COMPANY, as Rights Agent
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By:
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Name:
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Title:
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[Signature Page to Rights
Agreement]
Exhibit 5.1
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Peyton Worley
Direct Dial: +1.212.906.1282
Peyton.Worley@lw.com
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Alison Haggerty
Direct Dial: +1.212.906.1320
Alison.Haggerty@lw.com
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1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
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FIRM / AFFILIATE OFFICES
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Beijing
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Moscow
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Boston
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Munich
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Brussels
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New York
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Century City
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Orange County
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November 24, 2021
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Chicago
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Paris
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Dubai
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Riyadh
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Düsseldorf
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San Diego
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Frankfurt
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San Francisco
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Hamburg
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Seoul
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Hong Kong
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Shanghai
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Exhibit 5.1
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Houston
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Silicon Valley
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London
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Singapore
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The Growth for Good Acquisition Corporation
12 E 49th Street, 11th Floor
New York, NY 10017
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Los Angeles
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Tokyo
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Madrid
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Washington, D.C.
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Milan
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Ladies and Gentlemen:
We have acted as special United States counsel
to The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”), in connection with
the Registration Statement on Form S-1 (as amended through the date hereof, the “Registration Statement”) filed
by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”), for the registration of 25,300,000 units of the Company, including the underwriters’
over-allotment option to purchase an additional 3,300,000 units (collectively, the “Units”), with each Unit consisting
of one Class A ordinary share, par value $0.0001 (the “Ordinary Shares”), of the Company, one right to receive
one-sixteenth of one Ordinary Share (the “Rights”) and one-half of one warrant of the Company to purchase one Ordinary
Share (the “Warrants”).
In rendering the opinions stated herein, we have
reviewed the following:
(a) the
form of Underwriting Agreement proposed to be entered into by and between the Company and Credit Suisse Securities (USA) LLC and Barclays
Capital Inc., as underwriters (the “Underwriters”), relating to the sale by the Company to the Underwriters of the
Units (the “Underwriting Agreement”), filed as Exhibit 1.1 to the Registration Statement;
(b) the
form of Unit certificate, filed as Exhibit 4.1 to the Registration Statement;
(c) the
form of Warrant certificate, filed as Exhibit 4.3 to the Registration Statement;
(d) the
form of Rights certificate, filed as Exhibit 4.4 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 corporation, as warrant agent (the “Warrant Agreement”), filed as Exhibit 4.5 to the Registration Statement;
and
(f) the
form of Rights Agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company,
a New York corporation, (the “Rights Agreement”), filed as Exhibit 4.7 to the Registration Statement.
In connection with this opinion letter, we have
examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed
appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied without independent
verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the
laws of the State of New York.
Based upon and subject to the foregoing and the
assumptions, qualifications and limitations set forth below, we are of the opinion that:
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1.
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When the Units are delivered to the Underwriters against payment of the agreed upon consideration therefor in accordance with the
terms of the Underwriting Agreement, each Unit will constitute a valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms.
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2.
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When the Units are delivered to the Underwriters against payment of the agreed upon consideration therefor in accordance with the
Underwriting Agreement, each Warrant included in such Units will constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.
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3.
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When the Units are delivered to the Underwriters against payment of the agreed upon consideration therefor in accordance with the
Underwriting Agreement, each Right included in such Units will constitute a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms.
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In addition, in rendering the foregoing opinions,
we have assumed that:
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1.
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the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal
capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws
of the jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under,
the Warrant Agreement and the Rights Agreement;
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2.
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the Company has the corporate power and authority to execute, deliver and perform all its obligations under the Warrant Agreement
and the Rights Agreement;
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3.
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neither the execution and delivery by the Company of the Warrant Agreement and the Rights Agreement nor the performance by the Company
of its obligations thereunder, including the issuance and sale of the Units: (i) conflicts or will conflict with the Memorandum and
Articles of Association of the Company, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture,
instrument or other agreement to which the Company or its property is subject, (iii) contravenes or will contravene any order or
decree of any governmental authority to which the Company or its property is subject, or (iv) violates or will violate any law, rule or
regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with
respect to the laws of the State of New York); and
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4.
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neither the execution and delivery by the Company of the Warrant Agreement
and Rights Agreement nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Units, requires
or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental
authority under any law, rule or regulation of any jurisdiction.
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Our opinions set forth above are subject to (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally,
(ii) general principles of equity, (iii) an implied covenant of good faith and fair dealing, (iv) public policy considerations
which may limit the rights of parties to obtain certain remedies, (v) any requirement that a claim with respect to any security denominated
in other than U.S. dollars (or a judgment denominated in other than U.S. dollars in respect of such claim) be converted into U.S. dollars
at a rate of exchange prevailing on a date determined in accordance with applicable law and (vi) governmental authority to limit,
delay or prohibit the making of payments outside of the United States or in a foreign currency or currency unit. Our opinions are also
subject to the qualification that the enforceability of provisions in the Warrant Agreement and the Rights Agreement providing for indemnification
or contribution, broadly worded waivers, waivers of rights to damages or defenses, waivers of unknown or future claims, and waivers of
statutory, regulatory or constitutional rights may be limited on public policy or statutory grounds.
We hereby consent to your filing this opinion as
an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal
Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
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Very truly yours,
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/s/ Latham & Watkins
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Latham & Watkins LLP
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Exhibit 5.2
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The Growth for Good Acquisition Corporation
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D +1 345 815 1877
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12 E 49th Street, 11th Floor
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E bradley.kruger@ogier.com
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New York, NY 10017 United States of America
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Reference:
427845.00001/BKR/CDK
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24
November 2021
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The Growth for Good Acquisition Corporation (the Company)
We have been requested to provide you with an
opinion on matters of Cayman Islands law in connection with the Company’s registration statement on Form S-1, including all
amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the Commission) under the United
States Securities Act of 1933 (the Act), as amended, (including its exhibits, the Registration Statement) related to the
offering and sale of:
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(a)
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up to 22,000,000 units (together, the Units), each Unit consisting of one class A ordinary share
of the Company with a par value of US$0.0001 each (the Class A Ordinary Shares) and one-half of one redeemable warrant, each
whole warrant entitling the holder thereof to purchase one Class A Ordinary Share (the Warrants) and one right to acquire
one-sixteenth of one Class A Ordinary Share (the Rights);
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(b)
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up to 3,300,000 Units (the Over-Allotment Units) which several underwriters, for whom Credit Suisse
Securities (USA) LLC and Barclays Capital Inc. are acting as representatives, will have a right to purchase from the Company to cover
over-allotments, if any;
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(c)
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all Class A Ordinary Shares, all Warrants and all Rights issued as part of the Units and the Over-Allotment
Units; and
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Ogier
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
T +1 345 949 9876
F +1 345 949 9877
ogier.com
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A list of Partners may be inspected on our website
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The Growth for Good Acquisition Corporation
24 November 2021
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(d)
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all Class A Ordinary Shares that may be issued upon exercise of the Warrants and the Rights included
in the Units and the Over-Allotment Units.
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This opinion is given in accordance with the terms
of the Legal Matters section of the Registration Statement.
A reference to a Schedule is a reference to a
schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
For the purposes of giving this opinion,
we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries
concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries
and examinations expressly referred to in Schedule 1.
In giving this opinion we have relied
upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those
assumptions.
On the basis of the examinations and
assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of
the opinion that:
Corporate status
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(a)
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The Company has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar).
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Corporate power
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(b)
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The Company has all requisite power under its Memorandum and Articles of Association (each as defined
in Schedule 1) to issue the Class A Ordinary Shares (including the issuance of the Class A Ordinary Shares upon the exercise
of the Warrants in accordance with the Warrant Documents (as defined in Schedule 1) and the issuance of the Class A Ordinary Shares
upon the exercise of the Rights in accordance with the Rights Documents (as defined in Schedule 1)), to execute and deliver the Documents
(as defined in Schedule 1) and to perform its obligations, and exercise its rights, under such documents.
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The Growth for Good Acquisition Corporation
24 November 2021
Corporate authorisation
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(c)
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The Company has taken all requisite corporate action to authorise:
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(i)
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the issuance of the Class A Ordinary Shares (including the issuance of the Class A Ordinary
Shares upon the exercise of the Warrants in accordance with the Warrant Documents and the issuance of the Class A Ordinary Shares
upon the exercise of the Rights in accordance with the Rights Documents); and
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(ii)
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the execution and delivery of the Documents and the performance of its obligations, and the exercise of
its rights, under such documents.
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Shares
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(d)
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The Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration
Statement (including the issuance of the Class A Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant
Documents and the issuance of the Class A Ordinary Shares upon the exercise of the Rights in accordance with the Rights Documents),
when issued by the Company upon:
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(i)
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payment in full of the consideration as set out in the Registration Statement and in accordance with
the terms set out in the Registration Statement (including the issuance of the Class A Ordinary Shares upon the exercise of the
Warrants in accordance with the Warrant Documents and the issuance of the Class A Ordinary Shares upon the exercise of the
Rights in accordance with the Rights Documents) and in accordance with the draft amended and restated memorandum and articles of
association appended to the Registration Statement; and
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(ii)
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the entry of those Class A Ordinary Shares as fully paid on the register of members of the Company,
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shall be validly issued, fully paid and
non-assessable.
We offer no opinion:
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(a)
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as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion,
made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references
in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;
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The Growth for Good Acquisition Corporation
24 November 2021
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(b)
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except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or
the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions
of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating
events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have
entered or any other documents; or
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(c)
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as to whether the acceptance, execution or performance of the Company’s obligations under the documents
reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than the Company’s Memorandum
and Articles of Association) entered into by or binding on the Company.
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5
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Governing law of this opinion
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(a)
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governed by, and shall be construed in accordance with, the laws of the Cayman Islands;
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(b)
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limited to the matters expressly stated in it; and
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(c)
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confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this
opinion.
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5.2
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Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that
legislation as amended to, and as in force at, the date of this opinion.
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We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and also consent to the reference to this firm in the Registration Statement under
the heading “Legal Matters”. In the giving of 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.
Yours faithfully
Ogier
The Growth for Good Acquisition Corporation
24 November 2021
Schedule
1
Documents examined
Corporate and other documents
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1
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The Certificate of Incorporation of the Company dated 2 July 2021 issued
by the Registrar.
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2
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The memorandum of association of the Company filed with the Registrar on
2 July 2021 (the Memorandum).
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3
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The articles of association of the Company filed with the Registrar on 2
July 2021 (the Articles of Association).
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4
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A Certificate of Good Standing dated 24 November 2021 (the Good
Standing Certificate) issued by the Registrar in respect of the Company.
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5
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A certificate dated on the date hereof as to certain matters of fact signed
by a director of the Company in the form annexed hereto (the Director’s Certificate), having attached to it a copy of written
resolutions of the directors of the Company passed on 24 November 2021 (the Resolutions).
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6
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The Register of Writs at the office of the Clerk of Courts in the Cayman
Islands as inspected by us on 24 November 2021 (the Register of Writs).
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7
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The Registration Statement.
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8
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A draft of the form of the unit certificate representing the Units and the
Over-Allotment Units (the Unit Certificates).
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9
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A draft specimen certificate for Class A Ordinary Shares (the Share
Certificates).
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10
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A draft of the form of the public warrant agreement, the private warrant
agreement and the warrant certificate constituting the Warrants (the Warrant Documents).
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11
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A draft of the form of the rights agreement and the rights certificate constituting
the Rights (the Rights Documents and, together with the Unit Certificates, the Share Certificates and the Warrant Documents, the
Documents).
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The Growth for Good Acquisition Corporation
24 November 2021
Schedule
2
Assumptions
Assumptions
of general application
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1
|
All original documents examined by us are authentic and complete.
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2
|
All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals
and those originals are authentic and complete.
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3
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All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine.
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4
|
Each of the Good Standing Certificate and the Director’s Certificate is accurate and complete as
at the date of this opinion.
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5
|
Where any Document has been provided to us in draft or undated form, that Document has been executed by
all parties in materially the form provided to us and, where we have been provided with successive drafts of a Document marked to show
changes from a previous draft, all such changes have been accurately marked.
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Status, authorisation and execution
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6
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Each of the parties to the Documents other than the Company is duly incorporated, formed or organised
(as applicable), validly existing and in good standing under all relevant laws.
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7
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Each Document has been duly authorised, executed and unconditionally delivered by or on behalf of all
parties to it in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands).
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8
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In authorising the execution and delivery of the Documents by the Company, the exercise of its rights
and performance of its obligations under the Documents, each of the directors of the Company has acted in good faith with a view to the
best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her.
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9
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Each Document has been duly executed and unconditionally delivered by the Company in the manner authorised
in the Resolutions.
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The Growth for Good Acquisition Corporation
24 November 2021
Enforceability
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10
|
None of the opinions expressed herein will be adversely affected by the laws or public policies of any
jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence:
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|
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(a)
|
the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect
the capacity or authority of the Company; and
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(b)
|
neither the execution or delivery of the Documents nor the exercise by any party to the Documents of its
rights or the performance of its obligations under them contravene those laws or public policies.
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11
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There are no agreements, documents or arrangements (other than the documents expressly referred to in
this opinion as having been examined by us) that materially affect or modify the Documents or the transactions contemplated by them or
restrict the powers and authority of the Company in any way.
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12
|
None of the transactions contemplated by the Documents relate to any shares, voting rights or other rights
(the Relevant Interests) that are subject to a restrictions notice issued pursuant to the Companies Act (Revised) (the Companies
Act) of the Cayman Islands (a Restrictions Notice).
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Share Issuance
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13
|
The Class A Ordinary Shares shall be issued at an issue price in excess of the par value thereof.
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14
|
The draft amended and restated articles of association appended to the Registration Statement will be
adopted by the Company in accordance with the Articles of Association prior to the date that any Units, Class A Ordinary Shares,
Warrants, Rights or Over-Allotment Units are issued by the Company.
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The Growth for Good Acquisition Corporation
24 November 2021
Schedule
3
Qualifications
Good Standing
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|
1
|
Under the Companies Act annual returns in respect of the Company must be filed with the Registrar, together
with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck
off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject
to disposition or retention for the benefit of the public of the Cayman Islands.
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|
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2
|
In good standing means only that as of the date of the Good Standing Certificate the Company is
up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company's
good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands
other than the Companies Act.
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Limited liability
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3
|
We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability
of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities,
the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which
a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming
direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company being incorporated
by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction
otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court
would have no grounds to set aside the limited liability of a shareholder.
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Non-Assessable
|
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4
|
In this opinion, the phrase “non-assessable” means, with respect to the Class A Ordinary
Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments
or calls on the Class A Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud,
the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to
pierce or lift the corporate veil).
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Register of Writs
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5
|
Our examination of the Register of Writs cannot conclusively reveal whether or not there is:
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|
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(a)
|
any current or pending litigation in the Cayman Islands against the Company; or
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The Growth for Good Acquisition Corporation
24 November 2021
|
|
(b)
|
any application for the winding up or dissolution of the Company or the appointment of any liquidator
or trustee in bankruptcy in respect of the Company or any of its assets,
|
as notice of these matters might not
be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself
may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the
summary court. Claims in the summary court are limited to a maximum of CI $20,000.
Exhibit 10.1
[ l ]
The Growth for Good Acquisition Corporation
12 E 49th Street, 11th Floor
New York, NY 10017
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 The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”)
and Credit Suisse Securities (USA) LLC and Barclays Capital Inc., as underwriters (the “Underwriters”), relating
to an underwritten initial public offering (the “Public Offering”) of up to 25,300,000 of the Company’s
units (including 3,300,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
one right to receive one-sixteenth of one Ordinary Share (the “Rights”) and one-half of one redeemable warrant
(each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share
at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement
on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange
Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
In order to induce the Company and the 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, G4G Sponsor LLC (the “Sponsor”) and each of the undersigned individuals, each
of whom is a member of the Company’s board of directors, a nominee for membership on the Company’s board of directors and/or
a member of the Company’s management team (each, an “Insider” and, collectively, the “Insiders”)
hereby agree, severally but not jointly, with the Company as follows:
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1.
|
Definitions. As used herein, (i) “Business Combination”
shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses or entities; (ii) “Founder Shares” shall mean the 6,325,000 Class B ordinary shares of the Company,
par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iii) “Private Placement Units”
shall mean the units, comprising one of the Company’s Ordinary Shares and a one-half of a Warrant of the Company, and which private
placement units are identical to the Units sold in the Public Offering, subject to certain limited exceptions as described in the Prospectus,
that will be acquired by the Sponsor for an aggregate purchase price of $7,340,000 (or up to $8,000,000 if the Underwriters exercise their
option to purchase additional units), or $10.00 per Unit, in a private placement that shall close simultaneously with the consummation
of the Public Offering (including Ordinary Shares issuable upon conversion of a right or warrant thereof); (iv) “Public Shareholders”
shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares”
shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall
mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall
be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or
increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c)
public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter”
shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.
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|
2.
|
Representations and Warranties.
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|
|
(a)
|
The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he
has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, as applicable, and to serve
as an officer of the Company and/or a director on the Company’s Board of Directors (the “Board”), as applicable,
and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of
the Company, as applicable.
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|
|
(b)
|
Each Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished
to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not
omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished to the Company
is true and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject to or a respondent
in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to, any crime
(i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has
never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked.
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|
3.
|
Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding
a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself
or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with
such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by
it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board
in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with
such shareholder approval.
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|
4.
|
Failure to Consummate a Business Combination; Trust Account Waiver.
|
|
|
(a)
|
The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to
consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all
reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as
reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject
in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment
to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares
the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the
Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect
to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity
to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares.
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|
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(b)
|
The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest
or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of
the Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive,
with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have
in connection with 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 a shareholder vote to approve an amendment to the Charter (i) that
would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their
shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated
an initial Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to
the rights of holders of Public Shares (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to
any Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in the
Charter).
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|
5.
|
Lock-up; Transfer Restrictions.
|
|
|
(a)
|
The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”)
until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion
of an initial Business Combination on which the Company completes a liquidation, merger, share exchange 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
(the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination,
the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing
at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares
Lock-up.
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|
|
(b)
|
The Sponsor and Insiders agree that they shall not effectuate any Transfer
of Private Placement Units (including any of the Ordinary Shares, the Warrants, and Ordinary Shares issued or issuable upon exercise or
conversion of such Warrants, included therein) until 30 days after the completion of an initial Business Combination.
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|
|
(c)
|
Notwithstanding the provisions set forth in paragraphs 5(a),
5(b) and 7(a), Transfers of the Founder Shares (including any of the Ordinary Shares issuable upon the conversion of the
Founder Shares) or Private Placement Units (including any of the Ordinary Shares, the Warrants, and Ordinary Shares issued or issuable
upon exercise or conversion of such Warrants, included therein) are permitted (a) to the Company’s officers or directors, any affiliates
or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor or
the Sponsor’s members; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or
to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the
case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the
consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Units or Ordinary
Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution
of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination,
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of completion
of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business
Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into
a written agreement agreeing to be bound by these transfer restrictions.
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|
|
(d)
|
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Underwriter, Transfer any Units, Ordinary Shares, Rights, Warrants
or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject
to certain exceptions enumerated in [Section 6(h)] of the Underwriting Agreement.
|
|
6.
|
Remedies. The Sponsor and each of the Insiders hereby agree and acknowledge that (i) the Underwriters and the Company
would be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under
paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party
may have in law or in equity, in the event of such breach.
|
|
7.
|
Founder Share Vesting.
|
|
|
(a)
|
The Sponsor agrees that upon and subject to the completion of the Business Combination (the “Business Combination Closing”),
25% of the Founder Shares then held by the Sponsor shall be considered to be newly unvested shares, one-half of which (or 12.5% of the
Founder Shares then held by the Sponsor) shall vest only if the First Share Price Level (as defined below) is achieved on or after the
first anniversary of the Business Combination Closing but before the fifth anniversary of the Business Combination Closing; and one-half
of which (or 12.5% of the Founder Shares then held by the Sponsor) shall vest only if the Second Share Price Level (as defined below)
is achieved on or after the first anniversary of the Business Combination Closing but before the fifth anniversary of the Business Combination
Closing.
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|
|
(b)
|
The Sponsor agrees that it shall not Transfer any unvested Founder Shares prior to the date such Founder Shares become vested, except
to the extent permitted by paragraph 5(c).
|
|
|
(c)
|
Founder Shares, if any, that remain unvested at the fifth anniversary of the Business Combination Closing will be forfeited, and shall
be transferred by the Sponsor to the Company without any consideration for such transfer. For the avoidance of doubt, the Founder Shares
owned by the individual Insiders other than the Sponsor shall not be subject to vesting or forfeiture.
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|
|
(d)
|
For purposes of this paragraph 7, the “First Share Price
Level” will be considered achieved only if the closing price of the Ordinary Shares on the Nasdaq Global Market (or other
exchange or other market where the Ordinary Shares are then traded) equals or exceeds $12.50 for any 20 trading days within a 30 trading
day period on or after the first anniversary of the Business Combination Closing but before the fifth anniversary of the Business Combination
Closing; and the “Second Share Price Level” will be considered achieved only if the closing price of the Ordinary
Shares on the NASDAQ Global Market (or other exchange or other market where the Ordinary Shares are then traded) equals or exceeds $15.00
for any 20 trading days within a 30 trading day period on or after the first anniversary of the Business Combination Closing but before
the fifth anniversary of the Business Combination Closing. The First Share Price Level and Second Share Price Level will be equitably
adjusted on account of any share split, reverse share split or similar equity restructuring transaction.
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|
|
(e)
|
Notwithstanding the foregoing, in the event the Company enters into a binding agreement on or before the fifth anniversary of the
Business Combination Closing with respect to a Sale (as defined below), all unvested Founder Shares shall vest on the day prior to the
closing of such Sale. “Sale” shall mean the occurrence of any of the following events (which, for the avoidance
of doubt, shall not include the Business Combination): (a) any person or any group of persons acting together which would constitute
a “group” for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto is or becomes the
beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the
Company’s then outstanding voting securities, (b) there is consummated a merger or consolidation of the Company with any other
corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the board of directors
of the Company immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the
company surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y) the voting securities
of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50%
of the combined voting power of the then outstanding voting securities of the person resulting from such merger or consolidation or, if
the surviving company is a subsidiary, the ultimate parent thereof, or (c) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an agreement or series of related agreements for the sale, lease or
other disposition, directly or indirectly, by the Company of all or substantially all of the assets of the Company and its subsidiaries,
taken as a whole, other than such sale or other disposition by the Company of all or substantially all of the assets of the Company and
its Subsidiaries, taken as a whole, to an entity at least 50% of the combined voting power of the voting securities of which are owned
by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
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|
8.
|
Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any
director or officer of the Company nor any affiliate of the officers shall receive from the Company any finder’s fee, reimbursement,
consulting fee, monies in respect of any payment of a loan or other compensation prior to, or in connection with any services rendered
in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that
it is).
|
|
9.
|
Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’
and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.
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|
10.
|
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up
Period and (ii) the liquidation of the Company.
|
|
11.
|
Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial
Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees
to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with
which the Company has discussed entering into a transaction agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims
by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account
to below the lesser of (i) $10.00 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 $10.00 per Public Share due to reductions in the value of the trust assets,
in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims
by a third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver
is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim
to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.
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12.
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Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their option to additional Units within 45
days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to
the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares
will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and Insiders
further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization
or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering
in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares
outstanding at such time.
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13.
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Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect
of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written
or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by (i) each Insider that is the subject of any such change, amendment, modification or waiver, (ii) the
Company and (iii) the Sponsor.
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14.
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Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder
without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on
the Sponsor, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.
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15.
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Counterparts. This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
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16.
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Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall
not affect the interpretation thereof.
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17.
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Severability. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
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18.
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Governing Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way
to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction
and venue or that such courts represent an inconvenient forum.
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19.
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Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement
shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile transmission.
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[Signature Page Follows]
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Sincerely,
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G4G Sponsor LLC
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By:
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Name:
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Title:
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[Signature Page to Letter Agreement]
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Acknowledged and Agreed:
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name: Rahul Kakar
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Title: Chief Financial Officer
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[Signature Page to Letter Agreement]
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Acknowledged and Agreed:
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CREDIT SUISSE SECURITIES (USA) LLC
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By:
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Name:
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Title:
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[Signature Page to Letter Agreement]
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Acknowledged and Agreed:
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BARCLAYS CAPITAL INC.
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By:
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Name:
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Title:
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[Signature Page to Letter Agreement]
Exhibit 10.2
FORM OF INVESTMENT MANAGEMENT TRUST
AGREEMENT
This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [ l ],
2021 by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, as trustee (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 of the Company’s units (the “Units”), each of which consists of one of
the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one right
to receive one-sixteenth of one Ordinary Share and one-half of one redeemable warrant, each whole warrant entitling the holder thereof
to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has
been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC and Barclays Capital Inc.,
as underwriters (the “Underwriters”); and
WHEREAS, as described in the Prospectus, $220,000,000
of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) (or $253,000,000
if the Underwriters’ option to purchase additional units is exercised in full) will be delivered to the Trustee to be deposited
and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the
amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and
WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $7,700,000, or $8,855,000 if the Underwriters’ option to purchase additional units is exercised
in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon
the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and
WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
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1.
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Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
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(a) 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 in United States government securities within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended
(or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may
not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are
uninvested awaiting the Company’s instructions hereunder; while account funds are invested or uninvested the Trustee may earn bank
credits or other consideration;
(d) Collect and receive, when due, all principal,
interest or other income arising from the Property, which shall become part of the “Property,” as such term
is used herein;
(e) Promptly notify the Company and the Underwriters
of all communications received by the Trustee with respect to any Property requiring action by the Company;
(f) Supply any necessary information or documents
as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating
to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial
statements by the Company’s auditors;
(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;
(h) Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;
(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer or Chairman or other
authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s
taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents
referred to therein, or (y) upon the date which is the later of (1) 18 months after the closing of the Offering and (2) such
later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum
and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and
the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders
of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially
deposited in the Trust Account;
(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, the Trustee
shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed
Ordinary Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum and articles of association;
and
(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.
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2.
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Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
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(a) Give all instructions to the Trustee hereunder
in writing, signed by the Company’s Chairman, Chief Executive Officer, President, Chief Financial Officer or other authorized officer
of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it,
in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions;
provided that the Company shall promptly confirm such instructions in writing;
(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all documented expenses, including reasonable outside 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(k) hereof. The
Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and
as may be provided in Section 2(b) hereof;
(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 Underwriters 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 Underwriters, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or
accounts directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person;
(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;
(h) If the Company seeks to amend any provisions
of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation
to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business
Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time
period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in
each case, an “Amendment”), the Company will provide the Trustee with a letter in the form of Exhibit D providing
instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment;
and
(i) Within five (5) business days after
the Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such option to purchase additional
units expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.
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3.
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Limitations of Liability. The Trustee shall have no responsibility or liability to:
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(a) 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 written instructions from the Company given as provided herein to do so and the Company shall
have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;
(d) Change the investment of any Property,
other than in compliance with Section 1 hereof;
(e) Refund any depreciation in principal of
any Property;
(f) 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;
(g) 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;
(h) Verify the accuracy of the information
contained in the Registration Statement;
(i) 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;
(j) 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;
(k) 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
(l) Verify calculations, qualify or otherwise
approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.
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4.
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Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
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5.
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Termination. This Agreement shall terminate as follows:
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(a) If the Trustee gives written notice to
the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee,
pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the
reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the
United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or
(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).
(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential
information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s
bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the
funds.
(b) This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or
facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.
(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof
(which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding
Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided
that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection
with an Amendment), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
error) by a writing signed by each of the parties hereto.
(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
One State Street, 30th Floor
New York, NY 10004
Attn: Francis E. Wolf, Jr.; Celeste Gonzalez
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Email:
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fwolf@continentalstock.com
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cgonzalez@continentalstock.com
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if to the Company, to:
The Growth for Good Acquisition Corporation
12 E 49th Street, 11th Floor
New York, NY 10017
Attn: Rahul Kakar
Email:
[l]
with copies to:
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Attn: J. Peyton Worley; Alison Haggerty
Email: peyton.worley@lw.com; alison.haggerty@lw.com
and
if to the Underwriters, to:
Credit Suisse Securities (USA) LLC
11 Madison Avenue
New York, NY 10010
Attn:
[l]
Email:
[l]
and
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
Attn:
[l]
Email:
[l]
and
Paul Hastings LLP
515 South Flower Street
Twenty-Fifth Floor Los Angeles,
CA 90071
Attn: Jonathan Ko
Email: jonathanko@paulhastings.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 Underwriter is a third-party beneficiary of this Agreement.
(j) Except as specified herein, no party to
this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed
this Investment Management Trust Agreement as of the date first written above.
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
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By:
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Name:
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Francis Wolf
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Title:
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Vice President
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name:
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Rahul Kakar
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Title:
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Chief Financial Officer
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[Signature Page to Investment Management Trust
Agreement]
SCHEDULE A
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Fee Item
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Time and method of payment
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Amount
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Initial acceptance fee
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Initial closing of IPO by wire transfer
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$
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3,500.00
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Annual fee
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First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check
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$
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10,000.00
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Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)
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Billed by Trustee to Company under Section 1
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$
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250.00
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Paying Agent services as required pursuant to Section 1(i) and 1(k)
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Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)
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Prevailing rates
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EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attn: Francis E. Wolf, Jr.; Celeste Gonzalez
Re: Trust Account - Termination Letter
Ladies and Gentlemen:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between The Growth for Good Acquisition Corporation (the
“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated
as of [l], 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 time period as you may agree) of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Underwriters (with respect to
the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are
on deposit in said trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the
Underwriters will earn any interest or dividends.
On the Consummation Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and
(ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other authorized
officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
if a vote is held and (b) joint written instruction signed by the Company and the Underwriters with respect to the transfer of the
funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following
the Consummation Date as set forth in such notice as soon thereafter as possible.
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Very truly yours,
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The Growth for Good Acquisition Corporation
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By:
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Name:
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Title:
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Agreed and accepted:
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Credit Suisse Securities (USA) LLC
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By:
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Name:
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Title:
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Barclays Capital Inc.
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By:
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Name:
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Title:
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EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attn: Francis E. Wolf, Jr.; Celeste Gonzalez
Re: Trust Account - Termination Letter
Ladies and Gentlemen:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between The Growth for Good Acquisition Corporation
(the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of [l], 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 (the “Articles”),
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into
the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has
selected __________, 20__ as the effective date for the purpose of determining the Public Shareholders that will be entitled to
receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the
liquidation proceeds while on deposit in the trust operating account You agree to be the Paying Agent of record and, in your
separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance
with the terms of the Trust Agreement and the Articles. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be
terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.
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Very truly yours,
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The Growth for Good Acquisition Corporation
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By:
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Name:
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Title:
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cc:
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Credit Suisse Securities (USA) LLC
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Barclays Capital Inc.
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EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New
York, NY 10004
Attn: [Francis E. Wolf, Jr.; Celeste Gonzalez]
Re: Trust Account - Tax Payment Withdrawal
Instruction
Ladies and Gentlemen:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement between The Growth for Good Acquisition Corporation (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of [l], 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:
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[WIRE INSTRUCTION INFORMATION]
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Very truly yours,
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The Growth for Good Acquisition Corporation
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By:
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Name:
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Title:
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cc:
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Credit Suisse Securities (USA) LLC
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Barclays Capital Inc.
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EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attn: [Francis E. Wolf, Jr.; Celeste Gonzalez]
Re: Trust Account - Redemption Payment
Withdrawal Instruction
Ladies and Gentlemen:
Pursuant
to Section 1(k) of the Investment Management Trust Agreement between The Growth for Good Acquisition Corporation
(the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of [l], 2021 (the “Trust Agreement”), the Company
hereby requests that you deliver to the Company’s shareholders $___________ of the principal and interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly,
in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and
to transfer $___________ of the proceeds of the Trust Account to the trust operating account at [l]
for distribution to the shareholders that have requested redemption of their shares in connection with such Amendment.
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Very truly yours,
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The Growth for Good Acquisition Corporation
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By:
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Name:
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Title:
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cc:
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Credit Suisse Securities (USA) LLC
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Barclays Capital Inc.
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Exhibit 10.3
FORM OF REGISTRATION RIGHTS
AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ n ], 20[_], is made and entered
into by and among The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
G4G Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under
Holder on the signature page hereto (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 Sponsor currently owns 6,325,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B
Ordinary Shares”), (up to 825,000 of which are subject to forfeiture depending on the extent to which the Underwriters’
(as defined below) option to purchase additional units in connection with the Company’s initial public offering is exercised);
WHEREAS,
the Class B Ordinary Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary
Shares”), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and
conditions provided in the Company’s amended and restated memorandum and articles of association, as may be amended from time to
time;
WHEREAS,
on [ n ], 20[_], the Company and the Sponsor entered into that certain Private Placement Units Purchase Agreement, pursuant
to which the Sponsor agreed to purchase 734,000 units (or up to 800,000 units if the Underwriters’ option to purchase additional
units in connection with the Company’s initial public offering is exercised in full) (the “Private Placement Units”),
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 an intended Business Combination (as defined below), the
Sponsor or certain of the Company’s officers or directors may, but are not obligated to, loan the Company funds as the Company may
require, of which up to $1,500,000 of such loans may be convertible into an additional 150,000 Private Placement Units (the “Working
Capital Units”); and
WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW,
THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
ARTICLE 1
DEFINITIONS
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 principal executive officer or principal
financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration
Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary
prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at
such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making
such information public.
“Agreement” shall have the meaning given
in the Preamble.
“Board” shall mean the Board of Directors
of the Company.
“Business Combination” shall mean any merger,
share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or
entities, involving the Company.
“Commission” shall mean the U.S. Securities
and Exchange Commission.
“Company” shall have the meaning given in
the Preamble.
“Demand Registration” shall have the meaning
given in subsection 2.1.1.
“Demanding Holder” shall have the meaning
given in subsection 2.1.1.
“Exchange Act” shall mean the Securities
Exchange Act of 1934, as it may be amended from time to time.
“Form S-1” shall have the meaning given
in subsection 2.1.1.
“Form S-3” shall have the meaning given
in subsection 2.3.1.
“Founder Shares” shall mean the Class B
Ordinary Shares and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.
“Founder Shares Lock-up Period” shall mean,
with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination and (B) subsequent to the Business Combination, (x) if the last reported sales 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 between the Company, the Sponsor and each of the Company’s officers, directors
and director nominees.
“Maximum Number of Securities” shall have
the meaning given in subsection 2.1.4.
“Misstatement” shall mean an untrue statement
of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary
to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under
which they were made) not misleading.
“Ordinary Shares” shall have the meaning
given in the Recitals hereto.
“Permitted Transferees” shall mean a person
or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the
Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter, the Private Placement
Units Purchase Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.
“Piggyback Registration” shall have the meaning
given in subsection 2.2.1.
“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Units that are held by the initial purchasers of such Private Placement Units or their Permitted
Transferees, and any of the Ordinary Shares, the Private Placement Warrants, and Ordinary Shares issued or issuable upon the exercise
or conversion of such Private Placement Warrants, included therein, that are held by the initial purchasers of the Private Placement Units
or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.
“Private Placement Units” shall have the
meaning given in the Recitals hereto.
“Private Placement Warrants” shall have the
meaning given in that certain Private Placement Units Purchase Agreement between the Company and the Sponsor.
“Prospectus” shall mean the prospectus included
in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments
and including all material incorporated by reference in such prospectus.
“Registrable Security”
shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion
of any such Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Units (including any of the Ordinary Shares,
the Private Placement Warrants, and Ordinary Shares issuable upon exercise of such Private Placement Warrants, included therein), (c)
the Working Capital Units (including any of the Ordinary Shares, Private Placement Warrants, and Ordinary Shares issuable upon exercise
or conversion of such Private Placement Warrants, included therein), (d) any outstanding Ordinary Shares or any other equity security
(including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of
the date of this Agreement, and (e) any other equity security of the Company issued or issuable with respect to any such Ordinary Shares
by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be
Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through,
a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration” shall mean a registration
effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act,
and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registration Expenses” shall mean the out-of-pocket
expenses of a Registration, including, without limitation, the following:
(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.
“Shelf” shall have the meaning given in subsection 2.3.1.
“Sponsor” shall have the meaning given in
the Recitals hereto.
“Subsequent Shelf Registration” shall have
the meaning given in subsection 2.3.2.
“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 Units” shall have the meaning
given in the Recitals hereto.
ARTICLE 2
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 a majority in interest 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 five (5) days of the Company’s receipt of the Demand Registration, notify, in writing, all other
Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a
portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes
all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall
be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect,
as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand
Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such
Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations
pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided,
however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration
statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable
Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration
have been sold, in accordance with Section 3.1 of this Agreement.
2.1.2 Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if,
after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand
Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental
agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until,
(i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding
Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the
Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company
shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed
with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.
2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
majority-in-interest of the Demanding Holders initiating the Demand Registration.
2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to
sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum
dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then
the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders
and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and
Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the 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, (i) the Company may effect any Underwritten Registration pursuant to any then effective
Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible
for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under
this subsection 2.1.5.
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 seven (7) days before the
anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included
in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any,
in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number
of Registrable Securities as such Holders may request in writing within three (3) business days after receipt of such written notice
(such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be
included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
Company.
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 Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant
to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities,
then:
(a) If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the
Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),
the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1,
Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), 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; 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 that the Company desires to
sell;
(b) If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or
entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can
be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for
the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements
with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at
least two business days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith determination
or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration
Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses
incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3 Shelf
Registrations.
2.3.1 The
Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415
under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their
Registrable Securities on Form S-3 or similar short form registration statement that may be available at such time (“Form S-3”),
or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1
(a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant to any method
or combination of methods legally available to, and requested by, any Holder. Within three (3) days of the Company’s receipt
of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly give
written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the
Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as practicable
thereafter, but not more than ten (10) days after the Company’s initial receipt of such written request for a Registration
on a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written
request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified
in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated
to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with
the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable
Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall
maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective
amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the
provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event
the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to
a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.
2.3.2 If
any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are
still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf
to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness
of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner
reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration
statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including
on such Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent
Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration
to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such
Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until
such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3
to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate
form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the
Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities
to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf
Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration
shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities
to be so covered once annually after inquiry of the Holders.
2.4 Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated
Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant
to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration
Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable
to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration
would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration
Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board
stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement
to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the
Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that
the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary
contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with
respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-up Period or the Private
Placement Lock-up Period, as the case may be.
ARTICLE 3
COMPANY PROCEDURES
3.1 General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the
Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such
Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously
as possible:
3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement have been sold;
3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;
3.1.4 prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take
any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;
3.1.5 cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;
3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;
3.1.7 advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;
3.1.8 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (other than by way of a document incorporated by reference) furnish a copy thereof to each seller of such Registrable
Securities or its counsel;
3.1.9 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate,
at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors
and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection
with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement,
in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
3.1.11 obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the
managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and
negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;
3.1.14 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);
3.1.15 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.
3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements.
3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until 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 it is advised in writing by the Company
that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company
to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend,
immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection
with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section 3.4.
3.5 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall
take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell
Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent
that such rule or such successor rule is available to the Company), including providing any legal opinions. Upon the request
of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied
with such requirements.
ARTICLE 4
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
4.1.3 Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without
the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all
respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which
settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.
4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.
4.1.5 If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability
of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such
offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred
to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3
above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in
this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty
of such fraudulent misrepresentation.
ARTICLE 5
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: 12 E 49th Street,
11th Floor, New York, NY 10017, Attention: Yana Kakar, with copies to; Latham & Watkins LLP, 1271 Avenue of the Americas,
New York, NY 10020, Attention: J. Peyton Worley and Alison Haggerty; and, if to any Holder, at such Holder’s address or facsimile
number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to
time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery
of such notice as provided in this Section 5.1.
5.2 Assignment;
No Third Party Beneficiaries.
5.2.1 This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.
5.2.2 Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer
of Registrable Securities by such Holder to a Permitted Transferee.
5.2.3 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.
5.2.4 This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 hereof.
5.2.5 No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.
5.3 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.
5.4 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.
5.5 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.
5.6 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT 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.
5.7 WAIVER
OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM
OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
5.8 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of
the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder
so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of
a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies
of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as
a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
5.9 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.
5.10 Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided
that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
5.11 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under
this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance
of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power
granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being
required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such
right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or
now or hereafter available at law, in equity, by statute or otherwise.
5.12 Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date
as of which no Registrable Securities remain outstanding. The provisions of Section 3.5 and Article V shall survive
any termination.
[SIGNATURE PAGES FOLLOW]
IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
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COMPANY:
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name:
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Title:
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[Signature
Page to Registration Rights Agreement]
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HOLDERS:
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G4G SPONSOR LLC
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By:
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Name:
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Title:
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By:
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[Holder]
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By:
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[Holder]
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[Signature
Page to Registration Rights Agreement]
Exhibit 10.4
FORM OF PRIVATE PLACEMENT
UNITS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT UNITS
PURCHASE AGREEMENT, dated as of , 20[__] (as it may from time to time
be amended, this “Agreement”), is entered into by and between The Growth for Good Acquisition Corporation, a Cayman
Islands exempted company (the “Company”), and G4G 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 share of the Company’s Class A ordinary share, par value $0.0001 per share (a “Share”),
one right, each right entitling the holder thereof to receive one-sixteenth (1/16) of one Share upon the consummation of the Company’s
initial Business Combination (defined below), and one-half of one redeemable warrant, each whole warrant exercisable for one Share at
an exercise price of $11.50 per Share, as set forth in the Company’s registration statement on Form S-1, filed with the Securities
and Exchange Commission (the “SEC”), File Number 333-[●] (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”).
WHEREAS, the Purchaser has agreed
to purchase an aggregate of 734,000 units (or up to 800,000 units if the underwriters’ over-allotment option in connection with
the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit, including an
aggregate of 734,000 Shares (or up to 800,000 Shares if the underwriters exercise their option to purchase additional units in full) and
244,667 private placement warrants (the “Private Placement Warrants”) (or up to 244,667 Private Placement Warrants
if the underwriters exercise their option to purchase additional units in full).
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 Units.
A. Authorization
of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units, including the
Shares and Private Placement Warrants underlying the Private Placement Units, to the Purchaser.
B. Purchase
and Sale of the Private Placement Units.
(i) On
the date of the closing 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, 734,000 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $7,340,000
(the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds
to the Company 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 shall either, at its option, shall deliver a certificate evidencing the Private Placement Units purchased
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 closing of the underwriters’ 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 66,000 Private Placement Units,
in the same proportion as the amount of the underwriters’ over-allotment option that is exercised, at a price of $10.00 per Private
Placement Unit for an aggregate purchase price of up to $660,000 (if the underwriters’ 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 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 either,
at its option, deliver a certificate evidencing the Private Placement Units duly registered in the Purchaser’s name to the Purchaser,
or effect such delivery in book-entry form.
C. Terms
of the Private Placement Units.
(i) The
Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement
Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants)
will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial
business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees,
and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities
Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant
to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described
above in clause (a) have expired.
(ii) Each
Private Placement Warrant included in the Private Placement Units shall have the terms set forth in a Private Warrant Agreement to be
entered into by the Company and a warrant agent, in connection with the Public Offering (the “Warrant Agreement”).
(iii) At
or prior to 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 Units, the Private Placement Warrants and the Shares underlying the Private Placement Warrants and the
Private Placement Units.
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
Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date)
that:
A. Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of
the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected
to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
B. Authorization;
No Breach.
(i) The
execution, delivery and performance of this Agreement and the Private Placement Units, including the Shares and the the Private Placement
Warrants included in the Private Placement Units, have been duly authorized by the Company as of the Closing Date. This Agreement constitutes
a 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 Units and the Private Placement Warrants included
in the Private Placement Units 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 Units, the issuance and sale of the Private Placement
Units, the issuance of the Private Placement Warrants and the Shares included in the Private Placement Units, 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 share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to the 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 the amended
and restated memorandum and articles of association of the Company, and upon registration in the Company’s register of members,
the Shares included in the Private Placement Units and the Shares issuable upon exercise of the Private Placement Warrants will be duly
and validly issued, fully paid and non-assessable. On the date of issuance of the Private Placement Units, the Shares included in the
Private Placement Units will be duly and validly issued and the Shares issuable upon exercise of the Private Placement Warrants shall
have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Units purchased
by it, the Private Placement Warrants and Shares included in the Private Placement Units 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 actual knowledge, any of its affiliates, members, officers, directors or beneficial
shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D under the Securities Act.
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 Units 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 (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s
equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or
notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s
organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or
any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree
to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Investment
Representations.
(i) The
Purchaser is acquiring the Private Placement Units, the Shares, and Private Placement Warrants included in the Private Placement Units
and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof.
(ii) The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under
the Securities Act.
(iii) The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv) The
Purchaser did not 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. In this regard, the Purchaser understands that the SEC has taken
the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination,
are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on
that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite
technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance
upon another exemption from the registration requirements of the Securities Act.
(viii) The
Purchaser has such knowledge and experience in financial and business matters, understands the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have
no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can
afford a complete loss of its investment in the Securities.
(ix) The
Purchaser understands that the Private Placement Units and the Shares included in the Private Placement Units shall bear the following
legend and appropriate “stop transfer restrictions”:
“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS
AVAILABLE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE
LOCKUP.”
(x) The Purchaser
understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.
Section 4. Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Units are subject
to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of such Closing Date as though then made.
B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.
C. 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 Units 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 and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights
Agreement, each on terms satisfactory to the Purchaser.
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. 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 on terms satisfactory to the Company.
Section 6. Termination.
This Agreement may be terminated at any time after December 31, 2022 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.
Section 9. Miscellaneous.
A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement without the prior
written consent of the other party hereto, other than assignments by the Purchaser to affiliates thereof (including, without limitation
one or more of its partners or members).
B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “.pdf” signature page were an original thereof.
D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by
the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict
of law principles thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of any federal court sitting in the Southern
District of New York or any state court located in New York County, State of New York, over any suit, action or proceeding arising out
of or relating to this Agreement. To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably
waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of
any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.
F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.
[Signature page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
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COMPANY:
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name: Rahul Kakar
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Title: Chief Financial Officer and Chief Financial Officer
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G4G SPONSOR LLC
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By:
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Name: Rahul Kakar
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Title: Managing Member
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[Signature Page to Private Placement Units
Purchase Agreement]
Exhibit 10.5
FORM OF INDEMNITY AGREEMENT
THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of [ l ],
by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and [ l ] (“Indemnitee”).
WHEREAS,
highly competent persons have become more reluctant to serve publicly-held companies and 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 companies and 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 from certain liabilities. The amended and restated memorandum and articles of association
of the Company (the “Articles”) provide for the indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law. The Articles provide that the indemnification
provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members
of the Board, officers and other persons with respect to indemnification, 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 and the Articles 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 Articles of the Company and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee
may not be willing to serve as an officer or director 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 and subject to the provisions of the letter
agreement dated as of [ l ], the Company and Indemnitee do hereby covenant
and agree as follows:
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1.
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SERVICES TO THE COMPANY
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In consideration of the Company’s covenants and obligations hereunder, Indemnitee
will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable,
for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve
as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by applicable law and the Articles or by other agreements or commitments of the parties, if any.
As used in this Agreement:
(a) References
to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a
director, officer, employee, advisor, fiduciary or other official of another company, 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 in effect on the date hereof.
(c) “Delaware
Court” shall mean the Court of Chancery of the State of Delaware.
(d) A
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of
any of the following events:
(i) Acquisition
of Shares by Third Party. Other than an affiliate of G4G Sponsor LLC (the “Sponsor”), any Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined
voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the
change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate
number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved
in advance by the Continuing Directors 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 or 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 company or corporation which as a result of such
transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries)
in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to
vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any company or 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 company or 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 company or 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, 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 a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not
the Company is then subject to such reporting requirement.
(e) “Corporate
Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing
member, fiduciary, employee or agent of the Company or of any other Enterprise which such person is or was serving at the request of the
Company.
(f) “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.
(g) “Enterprise”
shall mean the Company and any other company or corporation, constituent company or corporation (including any constituent of a constituent)
absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the
Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
(h) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.
(i) “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable
attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating
in, a Proceeding, including reasonable compensation for time spent by the 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,
including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersede as bond, or other
appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.
(j) References
to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.
(k) References
to “serving at the request of the Company” shall include any service as a director, officer, employee, agent
or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with
respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall
be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
(l) “Independent
Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and that
neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements); or (ii) any other party to the Proceeding 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.
(m) The
term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act
as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries
of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any company or 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
of the Company or of a company or corporation owned directly or indirectly by the shareholders of the Company in substantially the same
proportions as their ownership of shares of the Company.
(n) 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.
(o) The
term “Subsidiary,” with respect to any Person, shall mean any company or 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.
(p) The
phrase “to the fullest extent permitted by applicable law and the Articles” shall include, but not be limited
to: (a) to the fullest extent authorized or permitted by the provision of applicable Cayman Islands law that authorizes or contemplates
additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of applicable Cayman Islands
law, and (b) to the fullest extent authorized or permitted by any amendments to or replacements of applicable Cayman Islands law
adopted after the date of this Agreement that increase the extent to which a company or corporation may indemnify its officers and directors.
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3.
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INDEMNITY IN THIRD-PARTY PROCEEDINGS
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To the fullest extent permitted by applicable law and the Articles,
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; provided, in no event shall Indemnitee be entitled
to be indemnified, held harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties
and amounts paid in settlement (if any) that Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct.
Indemnitee shall not be found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until
a court of competent jurisdiction shall have made a finding to that effect.
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4.
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INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY
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To the fullest extent permitted by applicable law and the Articles,
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 of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding
was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
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5.
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INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL
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Notwithstanding any other provisions of this Agreement, but subject
to 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 and the Articles, 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 and the Articles, 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 and the Articles, 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 5 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.
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6.
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INDEMNIFICATION FOR EXPENSES OF A WITNESS
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Notwithstanding any other provision of this Agreement, but subject
to 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 or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable law
and the Articles, 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.
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7.
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ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS
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Notwithstanding any limitation in Sections 3, 4 or 5, but subject to
Section 27, the Company shall, to the fullest extent permitted by applicable law and the Articles, 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.
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8.
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CONTRIBUTION IN THE EVENT OF JOINT LIABILITY
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(a) To
the fullest extent permissible under applicable law and the Articles, 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. 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.
Notwithstanding any provision in this Agreement, but subject to 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,
except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity
or advancement provision or otherwise;
(b) for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common
law; or
(c) except
as otherwise provided in Sections 14(f) and (g) hereof, prior to a Change in Control, in connection with any Proceeding (or
any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee
against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or
any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration
payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law and the Articles.
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10.
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ADVANCES OF EXPENSES; DEFENSE OF CLAIM
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(a) Notwithstanding
any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable
law and the Articles, 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 applicable law and the Articles, be unsecured and interest free. Advances shall, to the fullest extent permitted by
applicable law and the Articles, 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 and the Articles,
such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of
an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee
is not entitled to be indemnified by the Company under the provisions of this Agreement, applicable law and the Articles or otherwise.
If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, any
advancement shall be returned to the Company (without interest) by the Indemnitee. 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, but
shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.
(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.
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11.
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PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION
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(a) Indemnitee
agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or
exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve
the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
(b) Indemnitee
may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.
Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole
discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 12(a) of this Agreement.
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12.
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PROCEDURE UPON APPLICATION FOR INDEMNIFICATION
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(a) A
determination, if required by applicable law and the Articles, with respect to Indemnitee’s entitlement to indemnification shall
be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote
of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by
majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders by ordinary
resolution. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled
to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that
Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee
shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in
so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.
(b) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof,
the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board,
the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying
that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this
Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice
of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If
such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within
twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no
Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for
resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the
due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel
shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).
(c) The
Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent
Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant
hereto.
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13.
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PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS
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(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 applicable law and the Articles, 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 and the Articles; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed
an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
(c) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that his or her conduct was unlawful.
(d) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records
given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing
member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee
of the Board or any director, 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.
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14.
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REMEDIES OF INDEMNITEE
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(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 and the Articles, 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 Sections 5, 6, 7 or the last sentence of Section 12(a) of this
Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not
made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3
or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made
in accordance with this Agreement within ten (10) days after receipt by the Company of a written request therefor, Indemnitee
shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement
rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth
herein, the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association shall apply to any such
arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In
the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
(c) In
any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to
be indemnified, held harmless, exonerated to receive advancement of Expenses under this Agreement and the Company shall have the burden
of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case
may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement
adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee
shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(d) If
a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law and the Articles.
(e) The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this Agreement.
(f) The
Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Articles 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 Articles now or hereafter
in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless
of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right,
advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by
Indemnitee in good faith).
(g) Interest
shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless
or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date
on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses
and ending with the date on which such payment is made to Indemnitee by the Company.
Notwithstanding anything herein to the contrary, but subject to Section 27,
to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to
Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.
Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
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16.
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NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS
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(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 and the Articles, the Articles, 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) or
claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status
prior to such amendment, alteration or repeal. To the extent that a change in applicable law and the Articles, 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 Articles 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 indemnifies the Indemnitee to the fullest extent permitted by applicable law and the Articles.
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
Articles 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 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 and the Articles. The purchase, establishment, and
maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or
of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company
and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under
any such Indemnification Arrangement.
(c) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees,
partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves
at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee
or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee
is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect,
the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective
policies. The Company shall thereafter use commercially reasonable efforts 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 applicable law and the Articles, 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. No such payment by the Company shall be deemed to relieve any insurer of its obligations.
(e) The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at
the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other
Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or
advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, but subject to 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) Notwithstanding
anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or
its affiliates or members or any other Person is secondary.
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17.
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DURATION OF AGREEMENT
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All agreements and obligations of the Company contained herein shall
continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager,
managing member, fiduciary, employee or agent of any other company or corporation, partnership, joint venture, trust, employee benefit
plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall
be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14
of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting in any such capacity at the time any liability
or expense is incurred for which indemnification or advancement can be provided under this Agreement.
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 applicable law and the Articles; (b) such
provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and the Articles 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.
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19.
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ENFORCEMENT AND BINDING EFFECT
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(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 Articles of the Company as they may be amended from time to time, this Agreement constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c) The
indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall
be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee,
general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall
inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(d) The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially
all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.
(e) The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may, to the fullest extent permitted by applicable law and the Articles, enforce this Agreement by seeking, among other
things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that
by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief
to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by
applicable law and the Articles, 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 applicable
law and the Articles.
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20.
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MODIFICATION AND WAIVER
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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.
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) if 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:
The Growth for Good Acquisition Corporation
12 E 49th Street
11th Floor
New York, New York 10017
Attention:
[ l ]
With a copy, which shall not constitute notice, to:
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Attn: J. Peyton Worley; Alison Haggerty
or to any other address as may have been furnished to Indemnitee in
writing by the Company.
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22.
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APPLICABLE LAW AND CONSENT TO JURISDICTION
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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 applicable law and the Articles, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state
or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any
objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or
to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum,
or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by applicable law and the Articles, the parties hereby
agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21
or in such other manner as may be permitted by applicable law and the Articles, shall be valid and sufficient service thereof.
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23.
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IDENTICAL COUNTERPARTS
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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.
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.
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25.
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PERIOD OF LIMITATIONS
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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.
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 applicable law and the Articles, 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.
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27.
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WAIVER OF CLAIMS TO TRUST ACCOUNT
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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, 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 a Business
Combination.
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28.
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MAINTENANCE OF INSURANCE
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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.
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name: Rahul Kakar
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Title: Chief Financial Officer
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[Signature Page to Indemnity Agreement]
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INDEMNITEE
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Name:
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Address:
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[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 THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
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Principal Amount: Up to $300,000
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Dated as of July 15, 2021
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The Growth for Good Acquisition
Corporation, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order
of G4G Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
or order, the principal sum of Three Hundred Thousand Dollars ($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 the Maker to such account as the Payee may from time to time designate by written notice in accordance
with the provisions of this Note.
1. Principal. The
entire unpaid principal balance of this Note shall be payable on the earlier of: (i) December 31, 2022 or (ii) the date
on which Maker consummates an initial public offering of its securities (such earlier date of (i) and (ii), the “Maturity
Date”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited
to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker
hereunder.
2. Drawdown Requests.
Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand Dollars ($300,000) in drawdowns under this
Note to be used for costs and expenses related to Maker’s formation and the proposed initial public offering of its securities (the
“IPO”). Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written 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 Dollars ($10,000), unless agreed upon in writing 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 amount
of drawdowns outstanding under this Note at any time may not exceed Three Hundred Thousand Dollars ($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 within five (5) business days of the
date specified above.
(b) Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or
other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
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 this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms
of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal,
or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for
any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real 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 Agreement shall be: (i) in writing and delivered personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as
may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to
such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.
10. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.
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, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including
the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur
prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus
to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.
13. Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
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.
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GROWTH FOR GOOD ACQUISITION CORPORATION,
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a Cayman Islands exempted company
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By:
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/s/ Yana Watson Kakar
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Name: Yana Watson Kakar
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Title: Chief Executive Officer
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Accepted and agreed this 15th day of July, 2021
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G4G SPONSOR LLC,
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a Delaware limited liability company
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By:
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/s/ Yana Watson Kakar
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Name: Yana Watson Kakar
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Title: Managing Member
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[Signature Page to Promissory Note]
Exhibit 10.7
The
Growth for Good Acquisition Corporation
c/o Ogier Global (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9009
Cayman Islands
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G4G
Sponsor LLC
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July 15, 2021
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PO
Box 402
New
York
NY 11962
United States of America
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RE:
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Securities Subscription Agreement
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Ladies and Gentlemen:
This
agreement (the “Agreement”) is entered into on July 15, 2021 by and between G4G Sponsor LLC, a Delaware
limited liability company (the “Subscriber” or “you”), and The Growth for Good Acquisition Corporation,
a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the
offer the Subscriber has made to subscribe for and purchase 6,325,000 Class B ordinary shares $0.0001 par value per share (the “Shares”),
up to 825,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”)
of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”).
The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
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1.
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Subscription and Purchase of Securities.
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1.1 Subscription
and Purchase of Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving
in the form of a capital contribution, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for
and purchases the Shares from the Company, 825,000 of which are subject to forfeiture, 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 effect such delivery
in book-entry form. All references in this Agreement to shares of the Company being forfeited shall take effect as surrenders for no
consideration of such shares as a matter of Cayman Islands law.
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2.
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Representations, Warranties and Agreements.
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2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:
2.1.1 No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Shares.
2.1.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the limited liability company agreement of the Subscriber,
(ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation
to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3 Formation,
Registration and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the
laws 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 will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).
2.1.4 Experience,
Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite
period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration
is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect
its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective
registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber
is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the
Shares.
2.1.5 Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask
questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge
and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished
pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations
which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in
making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2.1.6 Regulation
D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act, and acknowledges the sale contemplated hereby is being made in reliance on a private placement
exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act
or similar exemptions under 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 in violation of the
registration requirements of the Securities Act. 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. Subscriber understands the Shares are being offered in a transaction not involving a public offering within
the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of
Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates 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. Subscriber agrees that if any transfer of its Shares or any interest therein
is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion
of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber
further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale
of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with
the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
2.1.9 No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate
on the part of Subscriber in connection with the transactions contemplated by this Agreement.
2.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to subscribe for and purchase the Shares, the Company hereby
represents and warrants to the Subscriber and agrees with the Subscriber as follows:
2.2.1 Incorporation
and Corporate Power. The Company is a Cayman Islands exempted company 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 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 memorandum and articles of association of the Company,
(ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except, with respect to
clause (ii) and (iii) above, where such violation, conflict or default would not reasonably be expected to have a material adverse
effect on the financial condition, operating results or assets of the Company.
2.2.3 Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the memorandum and articles of association
of the Company, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and
nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register
of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any
kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions
under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which:
(i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or
(ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with
any transactions.
3.1 Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the
underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable,
it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 825,000 Shares and
pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber
(and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) Class A
ordinary shares of the Company, $0.0001 par value per share (the “Class A Shares” and, together with the
Shares, “Ordinary Shares”), issuable upon exercise of any warrants or (ii) any securities purchased by Subscriber
in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the
IPO.
3.2 Termination
of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber
(or successor in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take such action as is
appropriate to cancel such Shares.
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4.
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Waiver of Liquidation Distributions; Redemption Rights.
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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 any 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 Ordinary Shares into funds held in the Trust Account upon the successful completion of an initial business combination.
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5.
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Restrictions on Transfer.
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5.1 Securities
Law Restriction. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement
on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred
shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such
registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated
by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
5.2 Lock-up.
Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider
Letter.
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, IS
AVAILABLE.”
“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS 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 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 Shares
subject to this Section 5 and Section 3.
5.5 Registration
Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of
the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration
rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).
6.1 Further
Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement.
6.2 Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to
the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or
fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.
6.3 Entire
Agreement. This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially in the form
to be filed as an exhibit to the Registration Statement on Form S-l associated with the Company’s IPO, embodies the entire
agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior
oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant
or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express
terms and provisions of this Agreement.
6.4 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto.
6.5 Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a
written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed
to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar.
Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.
6.6 Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.
6.7 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed
to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.
6.8 Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by
the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving effect to
the conflict of law principles thereof.
6.9 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.
6.10 No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this
Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such
party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right
of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall
entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute
a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice
or demand.
6.11 Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations
made by or on behalf of the parties.
6.12 No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other
compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party
and to bear the cost of legal expenses incurred in defending against any such claim.
6.13 Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
6.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other
form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such signature page were an original thereof.
6.15 Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include
the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.
6.16 Mutual
Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the
mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
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7.
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Voting and Tender of Shares.
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Subscriber agrees to vote the Shares
in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s shareholders and
shall not seek redemption or repurchase with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection
with a tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated by the
Company.
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.
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Very truly yours,
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The Growth for Good Acquisition Corporation
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By:
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/s/Yana
Watson Kakar
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Name:
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Yana Watson Kakar
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Title:
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Chief Executive Officer
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Accepted and agreed as of the date first written
above.
G4G Sponsor LLC
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By:
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/s/Yana
Watson Kakar
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Name:
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Yana Watson Kakar
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Title:
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Managing Member
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[Signature Page to Securities Subscription Agreement]
Exhibit 10.8
THE GROWTH FOR GOOD ACQUISITION CORPORATION
12 E 49th Street, 11th Floor
New York, NY 10017
[•], 20[_]
The Growth For Good Acquisition Corporation
12 E 49th Street, 11th Floor
New York, NY 10017
Re: Administrative Services Agreement
Ladies and Gentlemen:
This Administrative Services Agreement (this “Agreement”)
by and between The Growth for Good Acquisition Corporation (the “Company”) and G4G Sponsor LLC (the “Provider”),
dated as of the date hereof, will confirm our agreement that, commencing on the date (the “Listing Date”) the securities of
the Company are first listed on The Nasdaq Capital Market LLC and continuing until the earlier of (i) the consummation by the Company
of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement on Form
S-1 filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”),
the Provider, shall make available to the Company, at 12 E 49th Street, 11th Floor, New York, NY 10017 (or any successor location or other
existing office locations of the Provider or any of its affiliates), certain office space, utilities, and secretarial and administrative
support services (including salaries of the Provider or its affiliates) as may be reasonably requested by the Company. In exchange therefor,
the Company shall pay the Provider the sum of $25,000 per month on the Listing Date and continuing monthly thereafter until the Termination
Date.
The Provider hereby irrevocably waives any and
all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and all right to seek
payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees
not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the
Trust Account for any reason whatsoever.
This Agreement constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby.
This Agreement may not be amended, modified or
waived as to any particular provision, except by a written instrument executed by all parties hereto.
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. 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.
Any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of
the State of New York, without giving effect to the conflict of law principles thereof.
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.
[Signature page follows]
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Very truly yours,
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THE GROWTH FOR GOOD ACQUISITION CORPORATION
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By:
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Name:
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Yana Watson Kakar
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Title:
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Chief Executive Officer
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ACCEPTED AND AGREED TO BY:
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G4G SPONSOR LLC
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By:
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Name:
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Yana Watson Kakar
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Title:
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Managing Member
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[Signature Page to Administrative Services Agreement]
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the use in the Prospectus
constituting a part of this Registration Statement on Form S-1 of our report dated August 17, 2021, relating to the financial statements
of The Growth for Good Acquisition Corporation, which is contained in that Prospectus. We also consent to the references to us under the
caption "Experts" in the Prospectus.
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/s/ WithumSmith+Brown,
PC
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New York, New York
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November 24, 2021
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Exhibit 99.1
CONSENT TO BE NAMED AS A DIRECTOR NOMINEE
In connection with the filing by Growth for Good
Acquisition Corp. of 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 Growth for Good Acquisition Corp. 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 thereto.
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Dated: November 24, 2021
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s/Vikram Gandhi
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Name: Vikram Gandhi
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Exhibit 99.2
CONSENT TO BE NAMED AS A DIRECTOR NOMINEE
In connection with the filing by Growth for Good
Acquisition Corp. of 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 Growth for Good Acquisition Corp. 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 thereto.
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Dated: November 24, 2021
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s/Isabelle Freidheim
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Name: Isabelle Freidheim
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Exhibit 99.3
CONSENT TO BE NAMED AS A DIRECTOR NOMINEE
In connection with the filing by Growth for Good
Acquisition Corp. of 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 Growth for Good Acquisition Corp. 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 thereto.
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Dated: November 24, 2021
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s/Alexander Roetter
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Name: Alexander Roetter
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