Cayman Islands
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6770
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98-1577338
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Sanjay K. Morey
Co-Chief Executive Officer
707 Menlo Avenue, Suite 110
Menlo Park CA 94025
(212) 235-0292
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William P. Russell, Jr.
Co-Chief Executive Officer
707 Menlo Avenue, Suite 110
Menlo Park CA 94025
(212) 235-0292
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Christian O. Nagler
Peter S. Seligson
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
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Elliott M. Smith, Esq.
Jessica Y. Chen, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Tel: (212) 819-8200
Fax: (212) 354-8113
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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Title of Each Class of
Securities to be Registered
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Amount
to be Registered
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price(1)(2)
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Amount of
Registration Fee
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2)
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23,000,000 units
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$10.00
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$230,000,000
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$25,093
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Class A ordinary shares included as part of the units(3)
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23,000,000 shares
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—
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—
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—(4)
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Redeemable warrants included as part of the units(3)
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7,666,667 warrants
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—
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—
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—(4)
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Total
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$230,000,000
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$25,093
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(1)
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Estimated solely for the purpose of calculating the registration fee.
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(2)
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Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,000,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
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(3)
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Pursuant to Rule 416(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.
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(4)
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No fee pursuant to Rule 457(g).
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PRELIMINARY PROSPECTUS
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Per Unit
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Total
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Public offering price
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$10.00
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$200,000,000
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Underwriting discounts and commissions(1)
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$0.55
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$11,000,000
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Proceeds, before expenses, to us
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$9.45
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$189,000,000
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(1)
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Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States 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.
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Barclays
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Evercore ISI
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Page
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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 (2021 Revision) 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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“Industry Advisors” are to Tom Bené, John Bryant, Mike Duffy, Steve Louden, Christopher O’Leary and Bill Toler;
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“initial shareholders” are to all of our shareholders immediately prior to the date of this prospectus, including all of our officers, Industry Advisors and directors to the extent they hold ordinary shares;
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“management” or our “management team” are to our executive officers and directors;
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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 warrants” are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering 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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“sponsor” are to Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company;
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“warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent that they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees;
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“we,” “us,” “our,” “company” or “our company” are to Twin Ridge Capital Acquisition Corp., a Cayman Islands exempted company.
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a track record of successfully identifying and acquiring companies and deploying a value creation toolkit to deliver shareholder value over an extended time period;
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substantial depth of industry experience which enables us to understand market trends, quickly evaluate business models and gauge their fit with our investment criteria;
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significant experience leading many of North America’s largest consumer and distribution companies, and developing and executing shareholder value creation programs including recruiting world-class management, identifying growth opportunities, delivering operating efficiencies and successfully integrating strategic acquisitions;
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a deep network of senior-level industry executives who can be recruited to enhance target company management teams to help accelerate implementation of our value creation initiatives;
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a vast and highly leverageable deal sourcing network providing significant reach and access to a comprehensive opportunity set imperative to the sourcing process for our initial business combination;
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a history of accessing the public capital markets across various business cycles, including assisting companies with the transition to public ownership and providing leadership within public companies; and
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a deep expertise in proprietary and brokered deal sourcing, financial and operational due diligence, transaction negotiation and execution, equity and debt financing, and managing multiple acquisitions.
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fundamentally sound but underperforming their potential and exhibit unrecognized value creation opportunities;
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can benefit from our team’s ability to harness its extensive industry sector experience and professional networks to develop and implement our collection of value-creation operational strategies;
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strong competitive market positioning driven by brand equity, advantages of scope or scale, differentiated products or services, proprietary technology, robust infrastructure or strong customer or supplier relationships;
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attractive financial profile with multiple avenues for continued future growth and margin upside that result in sustainable free cash flow generation;
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experienced and public-ready management team with internal reporting and control systems that can comply with the requirements of a public listing; and
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potential to offer an attractive risk-adjusted return for our stockholders across business cycles.
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Acquire the target company at an attractive price relative to our view of its intrinsic value:
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Enhance operational performance through driving organic growth, increasing profitability and strengthening market position:
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Optimize capital structure to establish a strong financial profile in support of future growth:
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Seek follow-on strategic acquisitions and divestitures to further grow stockholder value:
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one Class A ordinary share; and
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one-third of one redeemable warrant.
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1
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Assumes no exercise of the underwriters’ over-allotment option.
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2
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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.
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3
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Includes 750,000 founder shares that are subject to forfeiture.
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4
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Includes 20,000,000 public shares and 5,000,000 founder shares, assuming 750,000 founder shares have been forfeited.
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30 days after the completion of our initial business combination; and
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twelve months from the closing of this offering;
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period”; and
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if, and only if, the last reported sale price (the “closing 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 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 on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
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in whole and not in part;
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at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Shareholders’ Warrants”;
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if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments 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”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and
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if the closing price of the Class A ordinary shares for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments 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”), the private placement warrants
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prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason;
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the founder shares are subject to certain transfer restrictions, as described in more detail below;
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our sponsor and 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) 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 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. 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 sponsor’s founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,250,001, 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 20,000,000 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;
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the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the
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the founder shares are entitled to registration rights.
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the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $2,100,000 in working capital after the payment of approximately $1,300,000 in expenses relating to this offering; and
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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.
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
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file proxy materials with the SEC.
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
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reimbursement for office space, secretarial and administrative services provided to us by our sponsor or an affiliate of our sponsor, in the amount of $10,000 per month;
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reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
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repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. 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.
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We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
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Past performance by our management team or our Industry Advisors or their respective affiliates may not be indicative of future performance of an investment in us.
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Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
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Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
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If we seek shareholder approval of our initial business combination, our initial shareholders 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 requirement that we consummate an initial business combination within 24 months after the closing of this offering 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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Certain of our officers and directors have or will have direct and indirect economic interests in us and/or our sponsor after the consummation of this offering and such interests may potentially conflict with those of our public shareholders as we evaluate and decide whether to recommend a potential business combination to our public 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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If we seek shareholder approval of our initial business combination, our sponsor, executive officers, Industry Advisors, directors or 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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The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
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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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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 $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
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If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.
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January 12, 2021
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Actual
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As Adjusted
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Balance Sheet Data:
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Working (deficiency) capital(1)
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$(40,000)
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$195,119,332
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Total assets(2)
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59,332
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202,119,332
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Total liabilities(3)
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40,000
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7,000,000
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Value of ordinary shares subject to possible redemption(4)
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—
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190,119,330
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Shareholders’ equity(5)
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19,332
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5,000,002
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(1)
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The “as adjusted” calculation includes $200,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $2,100,000 of cash held outside the trust account, plus $19,332 of actual shareholders’ equity on January 12, 2021, less $7,000,000 of deferred underwriting commissions.
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(2)
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The “as adjusted” calculation equals $200,000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $2,100,000 in cash held outside the trust account, plus $19,332 of actual shareholders’ equity on January 12, 2021.
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(3)
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The “as adjusted” calculation equals $7,000,000 of deferred underwriting commissions, assuming the underwriters’ over-allotment option is not exercised.
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(4)
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The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the “as adjusted” shareholders’ equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001 either immediately prior to or upon consummation of our initial business combination.
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(5)
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Excludes 19,011,933 Class A ordinary shares sold in the offering which are subject to redemption in connection with our initial business combination. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of ordinary shares that may be redeemed in connection with our initial business combination ($10.00 per share).
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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.
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solely dependent upon the performance of a single business, property or asset; or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities,
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
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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.
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may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
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could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
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may not result in adjustment to the exercise price of our warrants.
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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.
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we have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE;
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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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we have a nominating committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
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costs and difficulties inherent in managing cross-border business operations;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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exchange listing and/or delisting requirements;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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local or regional economic policies and market conditions;
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unexpected changes in regulatory requirements;
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longer payment cycles;
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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rates of inflation;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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underdeveloped or unpredictable legal or regulatory systems;
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corruption;
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protection of intellectual property;
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social unrest, crime, strikes, riots and civil disturbances;
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regime changes and political upheaval;
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terrorist attacks, natural disasters and wars; and
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deterioration of political relations with the United States.
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our ability to select an appropriate target business or businesses;
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our ability to complete our initial business combination;
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our expectations around the performance of a prospective target business or businesses;
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•
|
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.
|
Gross proceeds
|
| |
Without Over-
allotment
Option
|
| |
Over-allotment
Option
Exercised
|
Gross proceeds from units offered to public(1)
|
| |
$200,000,000
|
| |
$ 230,000,000
|
Gross proceeds from private placement warrants offered in the private placement
|
| |
7,400,000
|
| |
8,000,000
|
Total gross proceeds
|
| |
$207,400,000
|
| |
$ 238,800,000
|
Estimated offering expenses(2)
|
| |
|
| |
|
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| |
$4,000,000
|
| |
$4,600,000
|
Legal fees and expenses
|
| |
400,000
|
| |
400,000
|
Accounting fees and expenses
|
| |
60,000
|
| |
60,000
|
SEC/FINRA Expenses
|
| |
60,093
|
| |
60,093
|
Travel and road show
|
| |
20,000
|
| |
20,000
|
NYSE listing and filing fees
|
| |
85,000
|
| |
85,000
|
Director & officers insurance(4)
|
| |
600,000
|
| |
600,000
|
Printing and engraving expenses
|
| |
40,000
|
| |
40,000
|
Miscellaneous
|
| |
34,907
|
| |
34,907
|
Total estimated offering expenses (other than underwriting commissions)
|
| |
$1,300,000
|
| |
$1,300,000
|
Proceeds after offering expenses
|
| |
$202,100,000
|
| |
$ 232,100,000
|
Held in trust account(3)
|
| |
$200,000,000
|
| |
$ 230,000,000
|
% of public offering size
|
| |
100%
|
| |
100%
|
Not held in trust account
|
| |
$2,100,000
|
| |
$2,100,000
|
|
| |
Amount
|
| |
% of
Total
|
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6)
|
| |
1,340,000
|
| |
63.8%
|
Legal and accounting fees related to regulatory reporting obligations
|
| |
150,000
|
| |
7.1%
|
Payment for office space, utilities, administrative and support services
|
| |
240,000
|
| |
11.4%
|
NYSE and other regulatory fees
|
| |
170,000
|
| |
8.2%
|
Working capital to cover miscellaneous expenses
|
| |
200,000
|
| |
9.5%
|
Total
|
| |
2,100,000
|
| |
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. These loans will be repaid upon completion of this offering out of the $1,300,000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. These expenses are estimates only. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account.
|
(3)
|
The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $7,000,000, which constitutes the underwriters’ deferred commissions (or up to $8,050,000 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
|
(4)
|
This amount represents the approximate amount of annual director and officer liability insurance premiums we anticipate paying following the completion of this offering and until we complete our initial business combination.
|
(5)
|
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account.
|
(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.
|
|
| |
Without
Over-allotment
|
| |
With
Over-allotment
|
Public offering price
|
| |
$10.00
|
| |
$10.00
|
Net tangible book deficit before this offering
|
| |
(0.01)
|
| |
(0.01)
|
Increase attributable to public shareholders
|
| |
0.84
|
| |
0.74
|
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| |
0.83
|
| |
0.73
|
Dilution to public shareholders
|
| |
$9.17
|
| |
$9.27
|
Percentage of dilution to public shareholders
|
| |
91.7%
|
| |
92.7%
|
|
| |
Purchased
|
| |
Total Consideration
|
| |
Average
Price per
share
|
||||||
|
| |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||
Initial Shareholders(1)
|
| |
5,000,000
|
| |
20.00%
|
| |
$25,000
|
| |
0.01%
|
| |
$0.005
|
Public Shareholders
|
| |
20,000,000
|
| |
80.00%
|
| |
200,000,000
|
| |
99.99%
|
| |
$10.000
|
|
| |
25,000,000
|
| |
100.00%
|
| |
$200,025,000
|
| |
100.00%
|
| |
|
(1)
|
Assumes that 750,000 founder shares are forfeited by our sponsor after the closing of this offering in the event the underwriters do not exercise their over-allotment option.
|
|
| |
Without Over-
allotment
|
| |
With Over-
allotment
|
Numerator:
|
| |
|
| |
|
Net tangible book deficit before this offering
|
| |
$(40,000)
|
| |
$(40,000)
|
Net proceeds from this offering and sale of the private placement warrants(1)
|
| |
202,100,000
|
| |
232,100,000
|
Plus: Offering costs paid in advance, excluded from tangible book value
|
| |
59,332
|
| |
59,332
|
Less: Deferred underwriting commissions
|
| |
(7,000,000)
|
| |
(8,050,000)
|
Less: Proceeds held in trust subject to redemption(2)
|
| |
(190,119,330)
|
| |
(219,069,330)
|
|
| |
$5,000,002
|
| |
$5,000,002
|
Denominator:
|
| |
|
| |
|
Class B ordinary shares outstanding prior to this offering
|
| |
5,750,000
|
| |
5,750,000
|
Class B ordinary shares forfeited if over-allotment is not exercised
|
| |
(750,000)
|
| |
—
|
Class A ordinary shares included in the units offered
|
| |
20,000,000
|
| |
23,000,000
|
Less: Class A ordinary shares subject to redemption
|
| |
(19,011,933)
|
| |
(21,906,933)
|
|
| |
5,988,067
|
| |
6,843,067
|
(1)
|
Expenses applied against gross proceeds include offering expenses of $1,300,000 and underwriting commissions of $4,000,000 (if the underwriters’ over-allotment is not exercised) or $4,600,000 (if the underwriters’ over-allotment is exercised) (in all cases excluding deferred underwriting fees). See “Use of Proceeds.”
|
(2)
|
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, officers, Industry Advisors, directors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases and Other Transactions With Respect to Our Securities.”
|
|
| |
January 12, 2021
|
|||
|
| |
Actual
|
| |
As Adjusted(3)
|
Notes payable to related party(1)
|
| |
$—
|
| |
$—
|
Deferred underwriting commissions
|
| |
—
|
| |
7,000,000
|
Class A ordinary shares, subject to redemption, 0 and 19,011,933 shares which are subject to possible redemption, actual and as adjusted, respectively(2)
|
| |
—
|
| |
190,119,330
|
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted, respectively
|
| |
—
|
| |
—
|
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 and 988,067 shares issued and outstanding (excluding 0 and 19,011,933 shares subject to possible redemption), actual and as adjusted, respectively
|
| |
—
|
| |
99
|
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(3)
|
| |
575
|
| |
500
|
Additional paid-in capital
|
| |
24,425
|
| |
5,005,071
|
Accumulated deficit
|
| |
(5,668)
|
| |
(5,668)
|
Total shareholder’s equity
|
| |
19,332
|
| |
5,000,002
|
Total capitalization
|
| |
$19,332
|
| |
$202,119,332
|
(1)
|
Our sponsor may loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. The “as adjusted” information gives effect to the repayment of any loans received from our sponsor out of the proceeds from this offering and the sale of the private placement warrants. As of January 12, 2021, we had not borrowed any amount under the promissory note with our sponsor.
|
(2)
|
Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash 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 (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination.
|
(3)
|
Actual share amount is prior to any forfeiture of founder shares and as adjusted amount assumes no exercise of the underwriters’ over-allotment option and forfeiture of an aggregate of 750,000 founder 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 our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
|
•
|
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
|
•
|
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
|
•
|
may not result in adjustment to the exercise price of our warrants.
|
•
|
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.
|
•
|
staffing for financial, accounting and external reporting areas, including segregation of duties;
|
•
|
reconciliation of accounts;
|
•
|
proper recording of expenses and liabilities in the period to which they relate;
|
•
|
evidence of internal review and approval of accounting transactions;
|
•
|
documentation of processes, assumptions and conclusions underlying significant estimates; and
|
•
|
documentation of accounting policies and procedures.
|
•
|
a track record of successfully identifying and acquiring companies and deploying a value creation toolkit to deliver shareholder value over an extended time period;
|
•
|
substantial depth of industry experience which enables us to understand market trends, quickly evaluate business models and gauge their fit with our investment criteria;
|
•
|
significant experience leading many of North America’s largest consumer and distribution companies, and developing and executing shareholder value creation programs including recruiting world-class management, identifying growth opportunities, delivering operating efficiencies and successfully integrating strategic acquisitions;
|
•
|
a deep network of senior-level industry executives who can be recruited to enhance target company management teams to help accelerate implementation of our value creation initiatives;
|
•
|
a vast and highly leverageable deal sourcing network providing significant reach and access to a comprehensive opportunity set imperative to the sourcing process for our initial business combination;
|
•
|
a history of accessing the public capital markets across various business cycles, including assisting companies with the transition to public ownership and providing leadership within public companies; and
|
•
|
a deep expertise in proprietary and brokered deal sourcing, financial and operational due diligence, transaction negotiation and execution, equity and debt financing, and managing multiple acquisitions.
|
•
|
fundamentally sound but underperforming their potential, and exhibit unrecognized value creation opportunities;
|
•
|
can benefit from our team’s ability to harness its extensive industry sector experience and professional networks to develop and implement our collection of value-creation operational strategies;
|
•
|
strong competitive market positioning driven by brand equity, advantages of scope or scale, differentiated products or services, proprietary technology, robust infrastructure or strong customer or supplier relationships;
|
•
|
attractive financial profile with multiple avenues for continued future growth and margin upside that result in sustainable free cash flow generation;
|
•
|
experienced and public-ready management team with internal reporting and control systems that can comply with the requirements of a public listing; and
|
•
|
potential to offer an attractive risk-adjusted return for our stockholders across business cycles.
|
•
|
Acquire the target company at an attractive price relative to our view of its intrinsic value:
|
•
|
Enhance operational performance through driving organic growth, increasing profitability and strengthening market position:
|
•
|
Optimize capital structure to establish a strong financial profile in support of future growth:
|
•
|
Seek follow-on strategic acquisitions and divestitures to further grow stockholder value:
|
•
|
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
|
•
|
cause us to depend on the marketing and sale of a single product or limited number of products or services.
|
•
|
We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering and excluding the private placement shares underlying the private placement units);
|
•
|
Any of our directors, officers or substantial security holder (as defined by the NYSE rules) has a 5% 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 issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or
|
•
|
The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
|
•
|
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;
|
•
|
the expected cost of holding a shareholder vote;
|
•
|
the risk that the shareholders would fail to approve the proposed business combination;
|
•
|
other time and budget constraints of the company; and
|
•
|
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
|
•
|
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.
|
•
|
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.
|
|
| |
Redemptions in
Connection with Our
Initial Business
Combination
|
| |
Other Permitted
Purchases of Public
Shares by Our Affiliates
|
| |
Redemptions if We Fail
to Complete an Initial
Business Combination
|
Calculation of redemption price
|
| |
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.
|
| |
If we seek shareholder approval of our initial business combination, our sponsor, officers, Industry Advisors, directors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, officers, Industry Advisors, directors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going- private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
|
| |
If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then- outstanding public shares.
|
|
| |
Redemptions in
Connection with Our
Initial Business
Combination
|
| |
Other Permitted
Purchases of Public
Shares by Our Affiliates
|
| |
Redemptions if We Fail
to Complete an Initial
Business Combination
|
Impact to remaining shareholders
|
| |
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.
|
| |
If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us.
|
| |
The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
Escrow of offering proceeds
|
| |
$200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.
|
| |
$170,100,000 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.
|
|
| |
|
| |
|
Investment of net proceeds
|
| |
$200,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
|
| |
Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
|
|
| |
|
| |
|
Receipt of interest on escrowed funds
|
| |
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
|
| |
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
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| |
(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.
|
| |
released to us in connection with our completion of a business combination.
|
|
| |
|
| |
|
Limitation on fair value or net assets of target business
|
| |
The NYSE 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 NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.
|
| |
The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
|
|
| |
|
| |
|
Trading of securities issued
|
| |
The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative of the underwriters informs us of is 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
|
| |
No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| |
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.
|
| |
|
|
| |
|
| |
|
Exercise of the warrants
|
| |
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.
|
| |
The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
|
Election to remain an investor
|
| |
We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then- outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement 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,
|
| |
A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| |
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 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. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such general meeting.
|
| |
|
|
| |
|
| |
|
Business combination deadline
|
| |
If we have not consummated an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our 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
|
| |
If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| |
our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
|
| |
|
|
| |
|
| |
|
Release of funds
|
| |
Except for the withdrawal of interest income (if any) to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of:
(i) the completion of our initial business combination,
(ii) the redemption of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, subject to applicable law, and
(iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
|
| |
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.
|
Name
|
| |
Age
|
| |
Position
|
Dale Morrison
|
| |
71
|
| |
Chairman of the Board of Directors
|
Sanjay K. Morey
|
| |
49
|
| |
Co-Chief Executive Officer, President and Director
|
William P. Russell, Jr.
|
| |
48
|
| |
Co-Chief Executive Officer, Chief Financial Officer and Director
|
•
|
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 registered public accounting firm 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.
|
•
|
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.
|
•
|
reviewing and approving on an annual basis the corporate goals and objectives relevant to our executive officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of each of our executive officers 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.
|
•
|
duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
|
•
|
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
•
|
directors should not improperly fetter the exercise of future discretion;
|
•
|
duty to exercise powers fairly as between different sections of shareholders;
|
•
|
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
|
•
|
duty to exercise independent judgment.
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
Dale Morrison
|
| |
Twin Ridge Capital
|
| |
Private Investment
|
| |
Partner
|
|
| |
International Flavors and Fragrances, Inc.
|
| |
Cosmetic Production
|
| |
Lead Director
|
|
| |
Intercontinental Hotels Group PLC
|
| |
Hospitality
|
| |
Senior Non-Executive Director
|
Sanjay K. Morey
|
| |
Twin Ridge Capital
|
| |
Private Investment
|
| |
Partner
|
|
| |
Harvest Sherwood Food Distributors
|
| |
Food Distribution
|
| |
Chairman
|
William P. Russell, Jr.
|
| |
Twin Ridge Capital
|
| |
Private Investment
|
| |
Partner
|
•
|
Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses, on the other hand. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers and directors is engaged in several other business endeavors for which he is entitled to substantial compensation and has substantial time commitments, and our executive officers and directors are not obligated to contribute any specific number of hours per week to our affairs.
|
•
|
Our sponsor subscribed for founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering.
|
•
|
Our sponsor and 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 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
|
•
|
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
|
•
|
each of our executive officers and directors that beneficially owns ordinary shares; and
|
•
|
all our executive officers and directors as a group.
|
|
| |
Number of Shares
Beneficially Owned(2)
|
| |
Approximate
Percentage of
Outstanding
Ordinary Shares
|
||||||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering
|
| |
After
Offering
|
| |
Before
Offering
|
| |
After
Offering
|
Twin Ridge Capital Sponsor, LLC(3)
|
| |
5,750,000
|
| |
5,000,000
|
| |
100.0%
|
| |
20.0%
|
Dale Morrison(3)
|
| |
5,750,000
|
| |
5,000,000
|
| |
100.0%
|
| |
20.0%
|
Sanjay K. Morey(3)
|
| |
5,750,000
|
| |
5,000,000
|
| |
100.0%
|
| |
20.0%
|
William P. Russell, Jr.(3)
|
| |
5,750,000
|
| |
5,000,000
|
| |
100.0%
|
| |
20.0%
|
All officers and directors as a group (3 individuals)
|
| |
5,750,000
|
| |
5,000,000
|
| |
100.0%
|
| |
20.0%
|
*
|
Less than one percent.
|
(1)
|
Unless otherwise noted, the business address of each of the following is 707 Menlo Avenue, Suite 110 Menlo Park CA 94025.
|
(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 the consummation of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
|
(3)
|
Twin Ridge Capital Sponsor, LLC is the record holder of the shares reported herein. Twin Ridge Capital Sponsor, LLC is controlled by Dale Morrison, Sanjay K. Morey and William P. Russell, Jr.
|
•
|
20,000,000 Class A ordinary shares underlying the units issued as part of this offering; and
|
•
|
5,000,000 Class B ordinary shares held by our sponsor.
|
•
|
the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares;
|
•
|
whether voting rights attach to the shares in issue;
|
•
|
the date on which the name of any person was entered on the register as a member; and
|
•
|
the date on which any person ceased to be a member.
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per warrant;
|
•
|
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
•
|
if, and only if, the closing price of 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 warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders.
|
•
|
in whole and not in part;
|
•
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below;
|
•
|
if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and
|
•
|
if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares
|
Redemption Date
(period to expiration of warrants)
|
| |
Fair Market Value of Class A Ordinary Shares
|
||||||||||||||||||||||||
|
≤$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
||
15 months
|
| |
0.130
|
| |
0.164
|
| |
0.197
|
| |
0.230
|
| |
0.262
|
| |
0.291
|
| |
0.317
|
| |
0.342
|
| |
0.361
|
12 months
|
| |
0.111
|
| |
0.146
|
| |
0.181
|
| |
0.216
|
| |
0.250
|
| |
0.282
|
| |
0.312
|
| |
0.339
|
| |
0.361
|
9 months
|
| |
0.090
|
| |
0.125
|
| |
0.162
|
| |
0.199
|
| |
0.237
|
| |
0.272
|
| |
0.305
|
| |
0.336
|
| |
0.361
|
6 months
|
| |
0.065
|
| |
0.099
|
| |
0.137
|
| |
0.178
|
| |
0.219
|
| |
0.259
|
| |
0.296
|
| |
0.331
|
| |
0.361
|
3 months
|
| |
0.034
|
| |
0.065
|
| |
0.104
|
| |
0.150
|
| |
0.197
|
| |
0.243
|
| |
0.286
|
| |
0.326
|
| |
0.361
|
0 months
|
| |
—
|
| |
—
|
| |
0.042
|
| |
0.115
|
| |
0.179
|
| |
0.233
|
| |
0.281
|
| |
0.323
|
| |
0.361
|
•
|
we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
|
•
|
the shareholders have been fairly represented at the meeting in question;
|
•
|
the arrangement is such as a businessman would reasonably approve; and
|
•
|
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”
|
•
|
a company is acting, or proposing to act, illegally or beyond the scope of its authority;
|
•
|
the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or
|
•
|
those who control the company are perpetrating a “fraud on the minority.”
|
•
|
an exempted company does not have to file an annual return of its shareholders with the Register of Companies;
|
•
|
an exempted company’s register of members is not open to inspection;
|
•
|
an exempted company does not have to hold an annual shareholder meeting;
|
•
|
an exempted company may issue shares with no par value;
|
•
|
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
|
•
|
an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
|
•
|
an exempted company may register as a limited duration company; and
|
•
|
an exempted company may register as a segregated portfolio company.
|
•
|
If we have not consummated an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our 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 the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law;
|
•
|
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 24 months from the closing of this offering or (y) amend the foregoing provisions;
|
•
|
Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors, our officers or our Industry Advisors, 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;
|
•
|
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
|
•
|
So long as our securities are then listed on the NYSE, 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;
|
•
|
If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, 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 taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and
|
•
|
We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
|
a)
|
where this is necessary for the performance of our rights and obligations under any purchase agreements;
|
b)
|
where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or
|
c)
|
where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
|
•
|
1% of the total number of ordinary shares then-outstanding, which will equal 250,000 shares immediately after this offering (or 287,500 shares if the underwriters exercise their over-allotment option in full); or
|
•
|
the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
•
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
•
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
•
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 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.
|
1.
|
That no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and
|
2.
|
In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:
|
2.1
|
On or in respect of the shares, debentures or other obligations of the Company; or
|
2.2
|
by way of the withholding in whole or part, of any relevant payment as defined in the Tax Concessions Act (2018 Revision).
|
•
|
our founders, sponsor, initial shareholders, officers or directors or holders of our Class B ordinary shares or private placement warrants;
|
•
|
banks, financial institutions or financial services entities;
|
•
|
broker-dealers;
|
•
|
taxpayers that are subject to the mark-to-market tax accounting rules;
|
•
|
tax-exempt entities;
|
•
|
S-corporations;
|
•
|
governments or agencies or instrumentalities thereof;
|
•
|
insurance companies;
|
•
|
regulated investment companies;
|
•
|
real estate investment trusts;
|
•
|
controlled foreign corporations;
|
•
|
PFICs (as defined below);
|
•
|
expatriates or former long-term residents of the United States;
|
•
|
persons that actually or constructively own five percent or more of our shares, by vote or value;
|
•
|
persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services;
|
•
|
persons required to accelerate the recognition of any item of gross income with respect to Class A ordinary shares or warrants as a result of such income being recognized or an applicable financial statement;
|
•
|
persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or
|
•
|
U.S. Holders (as defined below) whose functional currency is not the U.S. dollar.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
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;
|
•
|
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust, if (i) 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 (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
|
•
|
the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares or warrants;
|
•
|
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
|
•
|
an additional amount equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.
|
•
|
a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates);
|
•
|
a foreign corporation; or
|
•
|
an estate or trust that is not a U.S. Holder;
|
Underwriters
|
| |
Number of
Units
|
Barclays Capital Inc.
|
| |
|
Evercore Group L.L.C.
|
| |
|
|
| |
|
Total
|
| |
20,000,000
|
|
| |
No Exercise
|
| |
Full Exercise
|
Per Unit(1)
|
| |
$0.55
|
| |
$0.55
|
Total(1)(2)
|
| |
$11,000,000
|
| |
$12,650,000
|
(1)
|
$0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the underwriters’ over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions will be placed in a trust account located in the United States as described herein. The deferred commissions to be released to the underwriters only on and concurrently with completion of an initial business combination.
|
(a)
|
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Representative for any such offer; or
|
(c)
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
(a)
|
to any legal entity that is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
|
(c)
|
in any other circumstances falling within section 86 of the United Kingdom Financial Services and Markets Act 2000 (as amended), or the FSMA,
|
(a)
|
only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of FSMA does not apply to us or the selling stockholder; and
|
(b)
|
complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.
|
Assets
|
| |
|
Deferred offering costs
|
| |
$59,332
|
Total Assets
|
| |
$59,332
|
|
| |
|
Liabilities and Shareholder’s Equity
|
| |
|
Accrued offering costs and expenses
|
| |
$40,000
|
Total current liabilities
|
| |
40,000
|
|
| |
|
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; 500,000,000 shares authorized; none issued and outstanding
|
| |
—
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)
|
| |
575
|
Additional paid-in capital
|
| |
24,425
|
Accumulated deficit
|
| |
(5,668)
|
Total shareholder’s equity
|
| |
19,332
|
Total Liabilities and Shareholder’s Equity
|
| |
$59,332
|
(1)
|
This number includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
|
Formation costs
|
| |
$5,668
|
Net loss
|
| |
$(5,668)
|
|
| |
|
Basic and diluted weighted average Class B shares outstanding(1)
|
| |
5,000,000
|
|
| |
|
Basic and diluted net loss per share
|
| |
$(0.00)
|
(1)
|
This number excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
|
|
| |
Class B
Ordinary Shares
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Shareholder’s
Equity
|
|||
|
| |
Shares(1)
|
| |
Amount
|
| ||||||||
Balance as of January 7, 2021 (inception)
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Class B ordinary shares issued to Sponsor
|
| |
5,750,000
|
| |
575
|
| |
24,425
|
| |
—
|
| |
25,000
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(5,668)
|
| |
(5,668)
|
Balance as of January 12, 2021
|
| |
5,750,000
|
| |
$575
|
| |
$24,425
|
| |
$(5,668)
|
| |
$19,332
|
(1)
|
This number includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
|
Cash Flows from Operating Activities:
|
| |
|
Net loss
|
| |
$(5,668)
|
Changes in operating assets and liabilities:
|
| |
|
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares
|
| |
5,668
|
Net cash used in operating activities
|
| |
—
|
|
| |
|
Net change in cash
|
| |
—
|
|
| |
|
Cash, January 7, 2021 (inception)
|
| |
—
|
Cash, end of the period
|
| |
$—
|
|
| |
|
Supplemental disclosure of cash flow information:
|
| |
|
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
|
| |
$19,332
|
Deferred offering costs included in accrued offerings costs and expenses
|
| |
$40,000
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per warrant;
|
•
|
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
•
|
if, and only if, the closing price of 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 warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
|
•
|
in whole and not in part;
|
•
|
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares except as otherwise described below;
|
•
|
if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
|
•
|
if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
SEC expenses
|
| |
$25,093
|
FINRA expenses
|
| |
35,000
|
Accounting fees and expenses
|
| |
60,000
|
Printing and engraving expenses
|
| |
40,000
|
Travel and road show expenses
|
| |
20,000
|
NYSE listing and filing fees
|
| |
85,000
|
Legal fees and expenses
|
| |
400,000
|
Director & Officers liability insurance premiums(1)
|
| |
600,000
|
Miscellaneous
|
| |
34,907
|
Total
|
| |
$1,300,000
|
(1)
|
This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.
|
Item 14.
|
Indemnification of Directors and Officers.
|
Item 15.
|
Recent Sales of Unregistered Securities.
|
Item 16.
|
Exhibits and Financial Statement Schedules.
|
(a)
|
The Exhibit Index is incorporated herein by reference.
|
Item 17.
|
Undertakings.
|
(i)
|
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.
|
(ii)
|
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 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
(iii)
|
The undersigned registrant hereby undertakes that:
|
1.
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
|
2.
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
Exhibit No.
|
| |
Description
|
1.1
|
| |
Form of Underwriting Agreement.*
|
| |
Memorandum and Articles of Association.
|
|
3.2
|
| |
Form of Amended and Restated Memorandum and Articles of Association.*
|
4.1
|
| |
Specimen Unit Certificate.*
|
4.2
|
| |
Specimen Class A Ordinary Share Certificate.*
|
4.3
|
| |
Specimen Warrant Certificate.*
|
4.4
|
| |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
|
5.1
|
| |
Opinion of Kirkland & Ellis LLP.*
|
5.2
|
| |
Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.*
|
10.1
|
| |
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
|
10.2
|
| |
Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*
|
10.3
|
| |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*
|
10.4
|
| |
Form of Indemnity Agreement.*
|
10.5
|
| |
Form of Administrative Services Agreement between the Registrant and the Sponsor.*
|
| |
Promissory Note, dated as of January 12, 2021, between the Registrant and the Sponsor.
|
|
| |
Securities Subscription Agreement, dated January 12, 2021, between the Registrant and the Sponsor.
|
|
10.8
|
| |
Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*
|
| |
Consent of Marcum, LLP.
|
|
23.2
|
| |
Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).*
|
23.3
|
| |
Consent of Maples and Calder (included on Exhibit 5.2).*
|
| |
Power of Attorney (included on signature page to the initial filing of this Registration Statement).
|
*
|
To be filed by amendment.
|
|
| |
TWIN RIDGE CAPITAL ACQUISITION CORP.
|
||||||
|
| |
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Sanjay K. Morey
|
|||
|
| |
|
| |
Name:
|
| |
Sanjay K. Morey
|
|
| |
|
| |
Title:
|
| |
Co-Chief Executive Officer and President
|
Name
|
| |
Position
|
| |
Date
|
|
| |
|
| |
|
/s/ Dale Morrison
|
| |
Chairman
|
| |
January 22, 2021
|
Dale Morrison
|
| |
|
| |
|
|
| |
|
| |
|
/s/ Sanjay K. Morey
|
| |
Co-Chief Executive Officer, President and Director
(Principal Executive Officer)
|
| |
January 22, 2021
|
Sanjay K. Morey
|
| |
|
|||
|
| |
|
| |
|
/s/ William P. Russell, Jr.
|
| |
Co-Chief Executive Officer, Chief Financial
Officer and Director
(Principal Financial and Accounting Officer)
|
| |
January 22, 2021
|
William P. Russell, Jr.
|
| |
|
Principal Amount: up to $300,000 | Dated as of January 12, 2021 |
1.
|
Principal. The principal balance of this
Note shall be payable by the Maker on the earlier of: (i) November 30, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”). The principal balance may be prepaid at any time. 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.
|
Interest. No interest shall accrue on
the unpaid principal balance of this Note.
|
3.
|
Drawdown Requests. Maker and Payee agree that Maker may request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably related to Maker’s initial public offering
of its securities. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) November 30, 2021
or (ii) the date on which Maker consummates an initial public offering of its securities, 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 One Thousand Dollars ($1,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than one (1) business day after receipt of a Drawdown Request;
provided, however, that the maximum amount of drawdowns collectively under this Note is 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.
|
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) and 5(c), the unpaid principal balance of this Note, and all other sums payable
with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
|
7.
|
Waivers. Maker and all endorsers and
guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee
under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from
attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
|
8.
|
Unconditional Liability. Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may
be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability
hereunder.
|
9.
|
Notices. All notices, statements or
other documents which are required or contemplated by this 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.
|
10.
|
Construction. THIS NOTE SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS 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 certain of the proceeds of the sale of the warrants
issued in a private placement to occur in connection with 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.
|
|
TWIN RIDGE CAPITAL ACQUISITION CORP.
|
|
|
Cayman Islands exempted company | |
|
|
|
|
By:
|
/s/ Sanjay Morey |
|
Name:
|
Sanjay Morey |
|
Title:
|
Co-Chief Executive Officer |
Date of Increase or Decrease
|
Amount of decrease in Principal Amount of this Promissory Note
|
Amount of increase in Principal Amount of this Promissory Note
|
Principal Amount of this Promissory Note following such decrease or increase
|
|||
RE:
|
Securities Subscription Agreement
|
1.
|
Purchase of Securities.
|
|
1.1
|
Purchase of Share. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby
subscribes for and purchases the Shares from the Company, 750,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the
Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.
|
1.2
|
Surrender of Subscriber Shares. On the issuance of the Shares, the Subscriber hereby surrenders for no consideration the one Class B ordinary share, $0.0001
par value that the Subscriber holds in the Company.
|
2.
|
Representations, Warranties and Agreements.
|
2.1
|
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
|
2.1.1
|
No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.
|
2.1.2
|
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and
governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or
decree to which the Subscriber is subject.
|
2.1.3
|
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 (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an
exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this
investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of
an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.
|
2.1.5
|
Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in
the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this
investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph.
Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information
in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
|
2.1.6
|
Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)
and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under
federal and state law.
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2.1.7
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Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or
dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act.
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2.1.8
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Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber
decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from
registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel
satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber
for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer
restrictions.
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2.1.9
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No Governmental Consents. No governmental, administrative or other third party consents or approvals are required or necessary on the part of Subscriber in connection with the transactions contemplated by this Agreement.
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2.2
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Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:
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2.2.1
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Incorporation and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect
on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery
by the Company, this Agreement will be a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
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2.2.2
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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.
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2.2.3
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Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon
issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and
encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances
imposed due to the actions of the Subscriber.
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2.2.4
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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.
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3.
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Surrender and Cancellation of Shares.
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3.1
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Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that
it shall surrender for cancellation any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such
surrender, the Subscriber (and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including ordinary shares issuable upon exercise of any warrants or any ordinary shares purchased by
Subscriber in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding ordinary shares of the Company immediately following the IPO.
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3.2
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Termination of Rights as Shareholder. If any of the Shares are surrendered and cancelled 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. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
by the Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust
Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases ordinary shares in the IPO or in
the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any ordinary shares into funds held in the
Trust Account upon the successful completion of an initial business combination.
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5.
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Restrictions on Transfer.
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5.1
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Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and
between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the
Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such
registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
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5.2
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Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:
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5.3
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Additional Shares or Substituted Securities. In the event of the declaration of a share capitalization, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share sub-division, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such
transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to Section 3 or this Section 5. Appropriate adjustments to reflect the
distribution of such securities or property shall be made to the number and/or class of Shares subject to Section 3 or this Section 5.
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5.4
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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 and Shareholder Rights Agreement to be entered into with the Company prior to the closing of the IPO.
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6.
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Other Agreements.
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6.1
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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.
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6.2
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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.
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6.3
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Entire Agreement. This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company, substantially in the form to be filed as an exhibit to the Registration Statement on Form S-1 associated
with the Company’s IPO, embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the
subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this
Agreement.
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6.4
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Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.
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6.5
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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.
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6.6
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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.
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6.7
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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.
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6.8
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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.
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6.9
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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.
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6.10
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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.
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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.
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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.
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6.13
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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.
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6.14
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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.
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6.15
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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.
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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.
|
Voting and Redemption of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek redemption or
repurchase with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated by
the Company.
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Very truly yours, | |
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Twin Ridge Capital Acquisition Corp. | |
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By:
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/s/ Sanjay Morey |
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Name:
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Sanjay Morey |
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Title:
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Co-Chief Executive Officer |
By:
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/s/ Sanjay Morey |
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Name:
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Sanjay Morey |
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Title:
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Manager |
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