Cayman Islands
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6770
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98-1562246
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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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Barbara Becker
Andrew Fabens
Evan D’Amico
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
Tel: (212) 351-4034
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Paul Tropp
Patrick O’Brien
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Tel: (212) 596-6000
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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 Security
Being Registered
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Amount Being
Registered
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Proposed Maximum Offering Price per
Security(1)
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Proposed Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant to acquire one Class A ordinary share(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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$25,093.00
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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 to acquire one Class A ordinary share included as part of the units(3)
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4,600,000 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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$25,093.00
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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 shares of Class A ordinary shares and 600,000 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-division, share capitalizations, or similar transactions.
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(4)
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No fee pursuant to Rule 457(g).
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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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Citigroup
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J.P. Morgan
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•
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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 (2020 Revision) of the Cayman Islands as the same may be amended from time to time;
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“forward purchase agreement” are to one or more agreements providing for the sale of forward purchase units to the forward purchase investor in a private placement that will close substantially concurrently with the closing of our initial business combination;
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“forward purchase investor” are to (i) LDH Sponsor LLC;
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“forward purchase securities” are to the forward purchase shares and forward purchase warrants;
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“forward purchase shares” are to the Class A ordinary shares included in the forward purchase units;
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“forward purchase units” are to the units to be issued to the forward purchase investor pursuant to the forward purchase agreement;
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•
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“forward purchase warrants” are to the warrants to purchase our Class A ordinary shares included in the forward purchase units;
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•
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“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement before this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares upon our initial business combination or earlier at the option of the holders thereof; provided that such Class A ordinary shares issued upon any conversion of Class B ordinary shares will not be treated as “public shares” for any purpose);
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•
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“management” or our “management team” are to our executive officers and directors (including our directors nominees who will become directors in connection with this offering’s closing);
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“ordinary resolution” means a resolution of the Company adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter;
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•
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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 this offering’s closing 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), but the term “public shares” specifically excludes all of our Class A ordinary shares that are issued upon conversion of our Class B ordinary shares;
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•
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“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent that our sponsor and/or our management-team members buy public shares; and provided that our sponsor and/or management-team members will have the status of “public shareholder(s)” with respect to such public shares only;
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“public warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market);
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•
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“SoftBank Latin America Fund” are to SoftBank Latin America Fund L.P., an Ontario limited partnership;
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•
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“SoftBank” are to SoftBank Group Corp., an affiliate of our sponsor;
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“special resolution” means a resolution of the Company adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the company's amended and restated articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter;
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“sponsor” are to LDH Sponsor LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of SoftBank; and
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“we,” “us,” “our,” “company,” or “our company” are to LDH Growth Corp I, a Cayman Islands exempted company.
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Founded and operated companies, developing and executing strategies, building world class organizations and cultures
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Scaled organically and inorganically via transformative acquisitions and dispositions all around the world
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Led multi-billion-dollar institutional investment companies, such as Fortress and SoftBank Latin America Fund
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Navigated organizations through both macroeconomic and organizational crises
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Sourced, structured, and executed transactions, including those in debt and equity capital markets
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Built deep partnerships across industries and developed private and professional networks
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Leverage SoftBank Latin America Fund’s and SoftBank’s ecosystem. We have access to a broad range of compelling technology investment opportunities through the broad international presence and deep local networks of SoftBank Latin America Fund and the wider SoftBank group. The SoftBank Latin America Fund has access to a unique ecosystem of growth and venture stage companies that the SoftBank Latin America Fund has invested in, as well as leading companies within the wider SoftBank network such as Alibaba, Arm, and SoftBank Corp. As the leading growth and venture capital provider globally and in Latin America, SoftBank has relationships with leading technology and telecommunications companies across the world via control and non-control investments as well as strategic partnerships. This portfolio represents one of the world’s largest networks of innovative businesses. We believe our access to this network provides us best-in-class sourcing capabilities and differentiates us in pursuing a business combination.
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Provide local insight and global expertise. We intend to utilize the access provided by our sponsor to SoftBank Latin America Fund’s investing teams as a sourcing channel. SoftBank Latin America Fund and its affiliates collectively employ more than 25 investment professionals located in the United States, Brazil and Mexico. By accessing this large global pool of investment professionals and operational specialists with deep sector knowledge, we believe that we can provide global resources as well as detailed knowledge of local markets and operating conditions to help target businesses know when, where, and how to grow.
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Facilitate partnerships. We believe that any business that we pursue a combination with can benefit from our access to SoftBank Latin America Fund’s broad array of relationships. Our management team has deep relationships across the global financial and growth investing sectors and can facilitate partnerships with institutional capital providers, marketing service providers and other top-tier advisers, while also bringing considerable in-house knowledge.
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Offer bespoke support and operational synergies. We seek to help businesses grow thoughtfully, by providing access to targeted expertise across a wide variety of mission-critical activities, from optimizing a balance sheet to global expansion, and everything in between. We believe that in most cases this approach leads to greater value creation over the long term, particularly when matched with a rigorous understanding of the company’s unit economics. We can provide a target business with access to SoftBank Latin America Fund’s Operating Group, which consists of industry veterans and sector specialists with decades of expertise scaling businesses across a variety of sectors including enterprise software, artificial intelligence, technology-enabled transportation services and life sciences. The Operating Group works closely with the management teams of portfolio companies of the SoftBank Latin America Fund, enabling transformational growth by providing them with a readily available source of experience and strategic advice. We intend to make available the full range of the Operating Group’s resources to the businesses with which we combine.
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Large market opportunity. We will prioritize our focus on investments in large and growing industries. We believe a clear runway for growth is one of the core tenets of our investment criteria. Our teams closely study a company’s potential total addressable market in order to calibrate the future potential size of a business.
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Competitive Differentiation. We look to partner with companies that have or are in the process of building competitive advantages. We study and diligence these competitive factors closely as they ultimately influence a company’s ability to produce sustainable cash flows over time.
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Value propositions strengthened by technology. We will seek to identify companies leveraging technology and data to deliver superior value to its customers.
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Sustainable growth with proven unit economics. We will aim to invest in companies with scalable models and a clear path to profitability. We closely evaluate a company’s unit economics in order to understand a company’s potential future margins and return on invested capital profile.
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Visionary founders and strong management teams. We will look for ambitious founders with a clear vision and a deep understanding of their customer, markets, and are supported by world-class management teams who are capable of scaling a global business with the support of our capital and knowledge resources.
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•
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one Class A ordinary share; and
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•
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one-fifth 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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Includes 750,000 founder shares that are subject to forfeiture.
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(3)
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Founder shares are currently classified as Class B ordinary shares, which 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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(4)
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Includes 20,000,000 public shares and 5,000,000 founder shares.
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•
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30 days after the completion of our initial business combination; and
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•
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twelve months from the closing of this offering;
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•
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in whole and not in part;
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•
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at a price of $0.01 per warrant;
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•
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upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period”; and
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•
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if, and only if, the last reported sale price (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
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•
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in whole and not in part;
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•
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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”; and
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•
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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.
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•
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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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•
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our sponsor, our independent directors, 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 during any extended time that we have to consummate a business combination beyond 24 months as a result of a shareholder
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•
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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 option of the holders thereof as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association; and
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•
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the founder shares are entitled to registration rights.
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•
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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 $2,000,000 in working capital after the payment of approximately $2,000,000 in non-reimbursed expenses relating to this offering; and
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•
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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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•
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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
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•
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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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•
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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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•
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Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month;
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•
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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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•
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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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•
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our being a recently incorporated company with no operating history or revenues;
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•
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our ability to select an appropriate target business or businesses;
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our ability to complete our initial business combination;
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our expectations around the performance of the 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;
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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
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•
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the proceeds of the forward purchase units being available to us;
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•
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our potential ability to obtain additional financing to complete our initial business combination;
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our pool of prospective target businesses;
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our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;
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the ability of our officers and directors to generate a number of potential business combination opportunities;
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our public securities’ potential liquidity and trading;
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the lack of a market for our securities;
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•
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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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the trust account not being subject to claims of third parties;
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our financial performance following this offering; and
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the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.
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January 15, 2021
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Actual
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As Adjusted(1)
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Balance Sheet Data:
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Working capital (deficiency)
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$(149,424)
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$195,009,892
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Total assets
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$174,671
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$202,009,892
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Total liabilities
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$164,779
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$7,000,000
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Value of ordinary shares subject to possible conversion/tender
|
| |
—
|
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$190,009,890
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Shareholders’ equity
|
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$9,892
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$5,000,002
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(1)
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The “as adjusted” information gives effect to the sale of the units we are offering and the sale of the private placement warrants, including the application of the related gross proceeds and the payment of the estimated remaining costs from such sale and the repayment of the accrued and other liabilities required to be repaid.
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•
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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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•
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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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•
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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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•
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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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•
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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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•
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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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•
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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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•
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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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•
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our inability to pay dividends on our Class A ordinary shares;
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•
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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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•
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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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•
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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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•
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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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•
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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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•
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costs and difficulties inherent in managing cross-border business operations;
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•
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rules and regulations regarding currency redemption;
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•
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complex corporate withholding taxes on individuals;
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•
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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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•
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local or regional economic policies and market conditions;
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•
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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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•
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currency fluctuations and exchange controls;
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•
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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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•
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employment regulations;
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•
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underdeveloped or unpredictable legal or regulatory systems;
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•
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corruption;
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•
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protection of intellectual property;
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•
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social unrest, crime, strikes, riots and civil disturbances;
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•
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regime changes and political upheaval;
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•
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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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•
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a limited availability of market quotations for our securities;
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•
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reduced liquidity for our securities;
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•
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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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•
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a limited amount of news and analyst coverage; and
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•
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a decreased ability to issue additional securities or obtain additional financing in the future.
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restrictions on the nature of our investments; and
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•
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restrictions on the issuance of securities,
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•
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registration as an investment company with the SEC;
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•
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adoption of a specific form of corporate structure; and
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•
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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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•
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the history and prospects of companies whose principal business is the acquisition of other companies;
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•
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prior offerings of those companies;
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•
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our prospects for acquiring an operating business at attractive values;
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•
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a review of debt-to-equity ratios in leveraged transactions;
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•
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our capital structure;
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•
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an assessment of our management and their experience in identifying operating companies;
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•
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general conditions of the securities markets at the time of this offering; and
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•
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other factors as were deemed relevant.
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•
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we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;
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•
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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 and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
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Without Over-
allotment
Option
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Over-
allotment
Option
Exercised
|
Gross proceeds
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| |
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| |
|
Gross proceeds from units offered to public(1)
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$200,000,000
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| |
$230,000,000
|
Gross proceeds from private placement warrants offered in the private placement
|
| |
8,000,000
|
| |
8,600,000
|
Total gross proceeds
|
| |
208,000,000
|
| |
$238,600,000
|
Estimated offering expenses(2)
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| |
|
| |
|
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
|
| |
300,000
|
| |
300,000
|
Printing and engraving expenses
|
| |
32,500
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| |
32,500
|
Accounting fees and expenses
|
| |
70,000
|
| |
70,000
|
SEC/FINRA Expenses
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| |
60,000
|
| |
60,000
|
Travel and road show
|
| |
78,000
|
| |
78,000
|
Nasdaq listing and filing fees
|
| |
75,000
|
| |
75,000
|
Directors’ and officers’ insurance
|
| |
800,000
|
| |
800,000
|
Miscellaneous
|
| |
584,500
|
| |
584,500
|
Total estimated offering expenses (other than underwriting commissions)
|
| |
$2,000,000
|
| |
$2,000,000
|
Proceeds after estimated offering expenses
|
| |
$202,000,000
|
| |
$232,000,000
|
Held in trust account(3)
|
| |
$200,000,000
|
| |
$230,000,000
|
% of public offering size
|
| |
100
|
| |
100
|
Not held in trust account
|
| |
$2,000,000
|
| |
$2,000,000
|
|
| |
Amount
|
| |
% of Total
|
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5)
|
| |
$500,000
|
| |
50%
|
Legal and accounting fees related to regulatory reporting obligations
|
| |
100,000
|
| |
10%
|
Nasdaq and other regulatory fees
|
| |
75,000
|
| |
4%
|
Payment for office space, secretarial and administrative services
|
| |
240,000
|
| |
24%
|
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target
|
| |
65,000
|
| |
10%
|
Working capital to cover miscellaneous expenses
|
| |
20,000
|
| |
2%
|
Total estimated use of proceeds
|
| |
$1,000,000
|
| |
100%
|
(1)
|
Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination.
|
(2)
|
A portion of the offering expenses will be paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. As of January 15, 2021, we had not borrowed any amounts under the promissory note with our sponsor. These amounts will be repaid upon completion of this offering out of the offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) and not to be held in the trust account. 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, up to $7,000,000, which constitutes the underwriters’ deferred commissions (or up to
|
(4)
|
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.01% per year, we estimate the interest earned on the trust account will be approximately $20,000 per year; however, we can provide no assurances regarding this amount.
|
(5)
|
Assumes no exercise of the underwriters’ over-allotment option.
|
(6)
|
Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing.
|
|
| |
Without Over-
allotment
|
| |
With Over-
allotment
|
||||||
Public offering price
|
| |
|
| |
$10.00
|
| |
|
| |
$10.00
|
Net tangible book deficit before this offering
|
| |
(0.03)
|
| |
|
| |
(0.03)
|
| |
|
Increase attributable to public shareholders
|
| |
0.86
|
| |
|
| |
0.76
|
| |
|
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%
|
|
| |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price per
Share
|
||||||
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||
Class B Ordinary Shares(1)
|
| |
5,000,000
|
| |
20%
|
| |
$25,000
|
| |
0.01%
|
| |
$0.005
|
Public Shareholders
|
| |
20,000,000
|
| |
80%
|
| |
$200,000,000
|
| |
99.99%
|
| |
$10.00
|
|
| |
25,000,000
|
| |
100.0%
|
| |
$200,025,000
|
| |
100.000%
|
| |
|
(1)
|
Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 750,000 Class B ordinary shares held by our sponsor.
|
|
| |
Without Over-
allotment
|
| |
With Over-
allotment
|
Numerator:
|
| |
|
| |
|
Net tangible book value (deficit) before this offering
|
| |
$(149,424)
|
| |
$(149,424)
|
Net proceeds from this offering and sale of the private placement warrants(1)
|
| |
202,000,000
|
| |
232,000,000
|
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value before this offering
|
| |
159,316
|
| |
159,316
|
Less: Deferred underwriting commissions
|
| |
(7,000,000)
|
| |
(8,050,000)
|
Less: Proceeds held in trust subject to redemption(2)
|
| |
(190,009,890)
|
| |
(218,959,890)
|
|
| |
$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: Shares subject to redemption
|
| |
(19,000,989)
|
| |
(21,895,989)
|
|
| |
5,999,011
|
| |
6,854,011
|
(1)
|
Expenses applied against gross proceeds include offering expenses of $2,000,000 and underwriting commissions of $4,000,000 or $4,600,000 if the underwriters exercise their over-allotment option (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, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. 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—Effecting Our Initial Business Combination—Permitted Purchases and Other Transactions with Respect to Our Securities.”
|
|
| |
January 15, 2021
|
|||
|
| |
Actual
|
| |
As Adjusted(1)
|
Note payable to related party(2)
|
| |
$—
|
| |
$—
|
Deferred underwriting commissions
|
| |
—
|
| |
7,000,000
|
Class A ordinary shares, $0.0001 par value; 0 and 19,000,989 Class A ordinary shares are subject to possible redemption, actual and as adjusted, respectively
|
| |
—
|
| |
190,009,890
|
Shareholders’ equity:
|
| |
|
| |
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| |
|
| |
|
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized, 0 and 999,011 shares issued and outstanding (excluding 0 and 19,000,989 shares subject to possible redemption), actual and as adjusted, respectively(3)
|
| |
—
|
| |
100
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized, 5,750,000 and 5,750,000 Class B ordinary shares issued and outstanding, actual and as adjusted, respectively(3)
|
| |
575
|
| |
500
|
Additional paid-in capital
|
| |
24,425
|
| |
5,014,510
|
Accumulated deficit
|
| |
(15,108)
|
| |
(15,108)
|
Total shareholders’ equity
|
| |
$9,892
|
| |
$5,000,002
|
Total capitalization
|
| |
$9,892
|
| |
$202,009,892
|
(1)
|
Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 750,000 Class B ordinary shares held by our sponsor.
|
(2)
|
Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. As of January 15, 2021, we had not borrowed any amounts under the promissory note with our sponsor.
|
(3)
|
Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination.
|
•
|
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
|
•
|
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
|
•
|
could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
|
•
|
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
|
•
|
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.
|
•
|
Leverage SoftBank Latin America Fund’s and SoftBank’s ecosystem. We have access to a broad range of compelling technology investment opportunities through the broad international presence and deep local networks of SoftBank Latin America Fund and the wider SoftBank group. The SoftBank Latin America Fund has access to a unique ecosystem of growth and venture stage companies that the SoftBank Latin
|
•
|
Provide local insight and global expertise. We intend to utilize the access provided by our sponsor to SoftBank Latin America Fund’s investing teams as a sourcing channel. SoftBank Latin America Fund and its affiliates collectively employ more than 25 investment professionals located in the United States, Brazil and Mexico. By accessing this large global pool of investment professionals and operational specialists with deep sector knowledge, we believe that we can provide global resources as well as detailed knowledge of local markets and operating conditions to help target businesses know when, where, and how to grow.
|
•
|
Facilitate partnerships. We believe that any business that we pursue a combination with can benefit from our access to SoftBank Latin America Fund’s broad array of relationships. Our management team has deep relationships across the global financial and growth investing sectors and can facilitate partnerships with institutional capital providers, marketing service providers and other top-tier advisers, while also bringing considerable in-house knowledge.
|
•
|
Offer bespoke support and operational synergies. We seek to help businesses grow thoughtfully, by providing access to targeted expertise across a wide variety of mission-critical activities, from optimizing a balance sheet to global expansion, and everything in between. We believe that in most cases this approach leads to greater value creation over the long term, particularly when matched with a rigorous understanding of the company’s unit economics. We can provide a target business with access to SoftBank Latin America Fund’s Operating Group, which consists of industry veterans and sector specialists with decades of expertise scaling businesses across a variety of sectors including enterprise software, artificial intelligence, technology-enabled transportation services and life sciences. The Operating Group works closely with the management teams of portfolio companies of the SoftBank Latin America Fund, enabling transformational growth by providing them with a readily available source of experience and strategic advice. We intend to make available the full range of the Operating Group’s resources to the businesses with which we combine.
|
•
|
Large market opportunity. We will prioritize our focus on investments in large and growing industries. We believe a clear runway for growth is one of the core tenets of our investment criteria. Our teams closely study a company’s potential total addressable market in order to calibrate the future potential size of a business.
|
•
|
Competitive Differentiation. We look to partner with companies that have or are in the process of building competitive advantages. We study and diligence these competitive factors closely as they ultimately influence a company’s ability to produce sustainable cash flows over time.
|
•
|
Value propositions strengthened by technology. We will seek to identify companies leveraging technology and data to deliver superior value to its customers.
|
•
|
Sustainable growth with proven unit economics. We will aim to invest in companies with scalable models and a clear path to profitability. We closely evaluate a company’s unit economics in order to understand a company’s potential future margins and return on invested capital profile.
|
•
|
Visionary founders and strong management teams. We will look for ambitious founders with a clear vision and a deep understanding of their customer, markets, and are supported by world-class management teams who are capable of scaling a global business with the support of our capital and knowledge resources.
|
•
|
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);
|
•
|
any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or
|
•
|
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
|
| |
Redemption 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 (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.
|
| |
Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
|
|||
|
| |
|
| |
|
|||
Limitation on fair value or net assets of target business
|
| |
Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on Nasdaq
|
| |
The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|||
|
| |
for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.
|
| |
|
|||
|
| |
|
| |
|
|||
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 Citigroup Global Markets Inc. and J.P. Morgan Securities LLC inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
The units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
|
| |
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.
|
|||
|
| |
|
| |
|
|||
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 income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial
|
| |
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
|
|
| |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|||
|
| |
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, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any such general meeting
|
| |
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.
|
|||
|
| |
|
| |
|
|||
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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which
|
| |
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
|
|||
|
| |
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.
|
| |
|
|||
|
| |
|
| |
|
|||
Release of funds
|
| |
Except for the withdrawal of interest income (if any) to pay our income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of:
|
| |
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.
|
|||
|
|
| |
|
| ||||
|
|
| |
(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.
|
|
Name
|
| |
Age
|
| |
Position
|
Marcelo Claure
|
| |
50
|
| |
Chairman and Director Nominee, Chief Executive Officer
|
Michel Combes
|
| |
58
|
| |
President, Director
|
Paulo Passoni
|
| |
42
|
| |
Managing Partner
|
Mweashuma (Shu) Nyatta
|
| |
40
|
| |
Managing Partner
|
Chris Cooper
|
| |
56
|
| |
Chief Financial Officer
|
Michelle C. Kerrick
|
| |
58
|
| |
Director Nominee
|
Annette Franqui
|
| |
58
|
| |
Director Nominee
|
Patricia Wexler
|
| |
45
|
| |
Director Nominee
|
•
|
meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
|
•
|
monitoring the independence of the independent registered public accounting firm;
|
•
|
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
•
|
inquiring and discussing with management our compliance with applicable laws and regulations;
|
•
|
pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
|
•
|
appointing or replacing the independent registered public accounting firm;
|
•
|
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
|
•
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
|
•
|
monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and
|
•
|
reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
|
•
|
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 Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
|
•
|
reviewing and approving the compensation of all of our other Section 16 executive officers;
|
•
|
reviewing our executive compensation policies and plans;
|
•
|
implementing and administering our incentive compensation equity-based remuneration plans;
|
•
|
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
•
|
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
|
•
|
producing a report on executive compensation to be included in our annual proxy statement; and
|
•
|
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
•
|
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 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
|
Marcelo Claure
|
| |
Arm Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Brightstar Corp.
|
| |
Telecommunication Technology
|
| |
Director and Chairman
|
|
| |
|
| |
|
| |
|
|
| |
Brightstar Global Group Inc.
|
| |
Telecommunication Technology
|
| |
Director and Chairman
|
|
| |
|
| |
|
| |
|
|
| |
Fortress Investment Group LLC
|
| |
Investment
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
LA BI Holdco LLC
|
| |
Investment Holding Company
|
| |
Manager
|
|
| |
|
| |
|
| |
|
|
| |
LA Holdings (Cayman) Limited
|
| |
Investment Holding Company
|
| |
Director and Chief Executive Officer
|
|
| |
|
| |
|
| |
|
|
| |
LA Tech Hub (Cayman) Limited
|
| |
Investment Holding Company
|
| |
Director and Chief Executive Officer
|
|
| |
|
| |
|
| |
|
|
| |
Principal Holdings I LP
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Resurgent Holdco Inc.
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Miami Beckham United
|
| |
Professional Soccer Club
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SB Energy Global Holdings Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SB Energy Holdings Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SB Group US, Inc.
|
| |
Operating Company
|
| |
Director, President and Chief Executive Officer
|
|
| |
|
| |
|
| |
|
|
| |
SB Opportunity Fund Manager LLC
|
| |
Investment Holding Company
|
| |
Manager and Chief Executive Officer.
|
|
| |
|
| |
|
| |
|
|
| |
SBG Managers LLC
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SBLA Advisers Corp.
|
| |
Operating Company
|
| |
Director, President and Chief Executive Officer
|
|
| |
|
| |
|
| |
|
|
| |
SIMI Holdings, Inc.
|
| |
Investment Holding Company
|
| |
Director and President
|
|
| |
|
| |
|
| |
|
|
| |
SoftBank Group Capital Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SoftBank Group Corp.
|
| |
Investment Holding Company
|
| |
Executive Vice President and Chief Operating Officer
|
|
| |
|
| |
|
| |
|
|
| |
SoftBank Latin America Fund GP (Cayman) Ltd
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| |
Sprint Corporation
|
| |
Telecommunication
|
| |
Director and Executive Chairman
|
|
| |
|
| |
|
| |
|
|
| |
SSIP Waterloo (Cayman) Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Tetris Limited Corp.
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Univision Holdings, Inc.
|
| |
Media
|
| |
Independent Director
|
|
| |
|
| |
|
| |
|
|
| |
WeWork
|
| |
Commercial Real Estate
|
| |
Director and Executive Chairman
|
|
| |
|
| |
|
| |
|
|
| |
T-Mobile US, Inc.
|
| |
Telecommunication
|
| |
Director
|
|
| |
|
| |
|
| |
|
Michel Combes
|
| |
Social Finance, Inc.
|
| |
Personal Finance
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
WeWork Inc. (formerly The We Company)
|
| |
Commercial Real Estate
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Brightstar Global Group Inc.
|
| |
Telecommunication Technology
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Brightstar Corp
|
| |
Telecommunication Technology
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Resurgent Holdco Inc.
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SB Energy Global Holdings Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SB Energy Holdings Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SBLA Advisers Corp.
|
| |
Operating Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SoftBank Group Capital Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
MTS PJSC
|
| |
Mobile Network
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SFR Group
|
| |
Telecommunication Technology
|
| |
Chairman
|
|
| |
|
| |
|
| |
|
|
| |
Altice Group
|
| |
Telecommunication Technology
|
| |
Chief Executive Officer
|
|
| |
|
| |
|
| |
|
|
| |
Sprint
|
| |
Telecommunication Technology
|
| |
Chief Executive Officer
|
|
| |
|
| |
|
| |
|
|
| |
Assystem
|
| |
Engineering
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
MacLaren Technology Group
|
| |
Hi-Technology
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
F5 Networks
|
| |
American Application Services
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Philip Morris International
|
| |
International Tobacco
|
| |
Director
|
|
| |
|
| |
|
| |
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
Christopher Cooper
|
| |
BGG Holdco, LLC
|
| |
Investment Holding Company
|
| |
President and Manager
|
|
| |
|
| |
|
| |
|
|
| |
Delaware Project 4 L.L.C.
|
| |
Investment Holding Company
|
| |
Manager
|
|
| |
|
| |
|
| |
|
|
| |
Delaware Project 6 L.L.C.
|
| |
Investment Holding Company
|
| |
Manager
|
|
| |
|
| |
|
| |
|
|
| |
LA BI Holdco LLC
|
| |
Investment Holding Company
|
| |
Manager
|
|
| |
|
| |
|
| |
|
|
| |
LA Holdings (Cayman) Limited
|
| |
Investment Holding Company
|
| |
Director and Chief Financial Officer
|
|
| |
|
| |
|
| |
|
|
| |
LA Tech Hub (Cayman) Limited
|
| |
Operating Company
|
| |
Director and Chief Financial Officer
|
|
| |
|
| |
|
| |
|
|
| |
LDH, Inc.
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SB Opportunity Fund Manager LLC
|
| |
Investment Holding Company
|
| |
Chief Financial Officer
|
|
| |
|
| |
|
| |
|
|
| |
SBLA Advisers Corp.
|
| |
Operating Company
|
| |
Chief Financial Officer
|
|
| |
|
| |
|
| |
|
|
| |
SLA Colombia S.A.S.
|
| |
Operating Company
|
| |
Legal Representative
|
|
| |
|
| |
|
| |
|
|
| |
SoftBank Group Capital Limited
|
| |
Investment Holding Company
|
| |
Alternate Director to Michel Combes
|
|
| |
|
| |
|
| |
|
|
| |
StarBright Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Tetris Limited Corp.
|
| |
Investment Holding Company
|
| |
Alternate Director to Michel Combes
|
|
| |
|
| |
|
| |
|
|
| |
LA FOF Holdings LLC
|
| |
Investment Holding Company
|
| |
Manager
|
|
| |
|
| |
|
| |
|
|
| |
Torch Investment Holdco LLC
|
| |
Investment Holding Company
|
| |
Manager
|
|
| |
|
| |
|
| |
|
Mwashuma Kamata Nyatta
|
| |
Fetch Robotics, Inc.
|
| |
Automation
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Hike Global Pte. Ltd.
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Kavak Holdings Limited
|
| |
Used-car Platform
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Konfio Limited
|
| |
Consumer Finance Services
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
LA Holdings (Cayman) Ltd
|
| |
Investment Holding Company
|
| |
Alternate Director
|
|
| |
|
| |
|
| |
|
|
| |
Lemonade, Inc.
|
| |
Insurance
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Nauto, Inc.
|
| |
AI-Technology
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Oak Pacific Investment
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| |
SB Opportunity Fund Manager LLC
|
| |
Investment Holding Company
|
| |
Manager
|
|
| |
|
| |
|
| |
|
|
| |
SB Sonic Holdco (UK) Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
SVF Game (Cayman) Limited
|
| |
Investment Holding Company
|
| |
Director
|
|
| |
|
| |
|
| |
|
Paulo Passoni
|
| |
AlphaCredit Tech Partners, LP
|
| |
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Buser, Ltd.
|
| |
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Camino Education Ltd.
|
| |
Education
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Creditas Financial Solutions, Ltd.
|
| |
Financial Service
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Descomplica
|
| |
Education
|
| |
|
|
| |
|
| |
|
| |
|
|
| |
MadeiraMadeira Ltd.
|
| |
Home Products
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Petlove Cayman, Ltd.
|
| |
Pet Products
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
QuintoAndar, Ltd.
|
| |
Residential Real Estate
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Rappi, Inc.
|
| |
Consumer Technology
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Solidarium (aka Olist)
|
| |
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
UOL EdTech Cayman Ltd
|
| |
Education Technology
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
Unico Technologies Ltd (fka Acesso Digital)
|
| |
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
VTEX
|
| |
Commerce
|
| |
Director
|
|
| |
|
| |
|
| |
|
Michelle C. Kerrick
|
| |
The HydraFacial Company
|
| |
Aesthetic Products
|
| |
Director
|
|
| |
|
| |
|
| |
|
|
| |
American Homes 4 Rent
|
| |
Real Estate Investment Trust
|
| |
Director
|
|
| |
|
| |
|
| |
|
Annett Franqui
|
| |
AARP
|
| |
Non-profit
|
| |
Director and Chairman
|
|
| |
|
| |
|
| |
|
|
| |
Forrestal Capital
|
| |
Investment Advisory
|
| |
President and Chief Investment Officer
|
|
| |
|
| |
|
| |
|
|
| |
Arcos Dorados
|
| |
Restaurant Franchise
|
| |
Director
|
|
| |
|
| |
|
| |
|
Patricia Wexler
|
| |
Starlight Ventures
|
| |
Venture Capital Fund
|
| |
Co-founder and Managing Director
|
•
|
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
|
•
|
Our sponsor subscribed for founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering.
|
•
|
We will enter into a forward purchase agreement with our sponsor.
|
•
|
Our sponsor, our independent directors, 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 during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares and the forward purchase investor has agreed not to transfer, assign or sell any of its forward purchase shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
|
•
|
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.
|
•
|
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, directors and director nominees that beneficially owns ordinary shares; and
|
•
|
all our executive officers and directors as a group.
|
|
| |
|
| |
Approximate
Percentage of Issued
and Outstanding
Ordinary Shares
|
|||
Name and Address of Beneficial Owner(1)
|
| |
Number of Shares
Beneficially
Owned(2)
|
| |
Before
Offering
(%)
|
| |
After
Offering
(%)
|
LDH Sponsor LLC
|
| |
4,910,000
|
| |
98.2%
|
| |
19.64%
|
Marcelo Claure
|
| |
—
|
| |
—
|
| |
—
|
Michel Combes
|
| |
—
|
| |
—
|
| |
—
|
Chris Cooper
|
| |
—
|
| |
—
|
| |
—
|
Michelle Kerrick
|
| |
30,000
|
| |
*
|
| |
*
|
Annette Franqui
|
| |
30,000
|
| |
*
|
| |
*
|
Patricia Wexler
|
| |
30,000
|
| |
*
|
| |
*
|
All officers, directors and director nominees as a group (Six individuals)
|
| |
5,000,000
|
| |
100
|
| |
20
|
*
|
Less than one percent.
|
(1)
|
Unless otherwise noted, the business address of each of our shareholders is 600 Brickell Avenue, Suite 2650, Miami, Florida 33138.
|
(2)
|
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.” Excludes Class A ordinary shares issuable pursuant to the forward purchase agreement, as such shares will only be issued, if at all, at the time of our initial business combination.
|
(3)
|
The shares reported above are held in the name of our sponsor. Our sponsor is a wholly owned subsidiary controlled by SoftBank.
|
(4)
|
Includes up to 750,000 founder shares that will be surrendered to us for no consideration by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. Immediately after this offering, our sponsor will beneficially own 20% of the then issued and outstanding ordinary shares (assuming they do not purchase any units in this offering) and will have the right to appoint all of our directors prior to our initial business combination. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership block, our sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination. If we
|
•
|
20,000,000 Class A ordinary shares underlying the units issued as part of this offering;
|
•
|
4,910,000 Class B ordinary shares held by our sponsor; and
|
•
|
90,000 Class B ordinary shares held by each of our independent directors.
|
•
|
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 (and whether such voting rights are conditional);
|
•
|
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”) on the trading day prior to the date on which 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; and
|
•
|
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”) on the trading day prior to the date on which we send the notice of redemption to the warrant holders.
|
•
|
the company is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to duel 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.”
|
•
|
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 income taxes that
|
•
|
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 or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from independent investment banking firm or another independent entity that commonly renders valuation opinions that such a business combination is fair to our company from a financial point of view;
|
•
|
If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
•
|
So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;
|
•
|
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 income 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)
|
the subscriber is a relevant financial business required to comply with the Anti-Money Laundering Regulations (2020 Revision) or is a majority-owned subsidiary of such a business; or
|
b)
|
the subscriber is acting in the course of a business in relation to which a regulatory authority exercises regulatory functions and which is in a country assessed by us as having a low degree of risk of money laundering and terrorist financing in accordance with the Anti-Money Laundering Regulations (as amended) (each a “Low Risk Country”) or is a majority-owned subsidiary of such subscriber; or
|
c)
|
the subscriber is a central or local government organization, statutory body or agency of government in the Cayman Islands or a Low Risk Country; or
|
d)
|
the subscriber is a company that is listed on a recognized stock exchange and subject to disclosure requirements which impose requirements to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary of such a company; or
|
e)
|
the subscriber is a pension fund for a professional association, trade union or is acting on behalf of employees of an entity referred to in sub-paragraphs (a) to (d); or
|
f)
|
the application is made through a nominee or introduced by an introducer which falls within one of sub-paragraphs (a) to (e). In this situation the company may rely on a written assurance from the nominee or the introducer (as applicable) which confirms (i) that the requisite identification and verification procedures on the applicant for business and (for introducers only) its beneficial owners have been carried out; (ii) the nature and intended purpose of the business relationship; (iii) that the nominee or the introducer has identified the source of funds of the applicant for business; (iv) (for introducers only) that the introducer is supervised or monitored by an overseas regulatory authority and has measures in place to comply with customer due diligence and record keeping requirements; and (v) that the nominee or the introducer shall make available on request and without delay copies of any identification and verification data or information and relevant documents.
|
(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, counter-terrorist financing, prevention of proliferation financing, financial sanctions 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.
|
|
| |
(a)
|
| |
be informed about the purposes for which your personal data are processed;
|
|
| |
(b)
|
| |
access your personal data;
|
|
| |
(c)
|
| |
stop direct marketing;
|
|
| |
(d)
|
| |
restrict the processing of your personal data;
|
|
| |
(e)
|
| |
have incomplete or inaccurate personal data corrected;
|
|
| |
(f)
|
| |
ask us to stop processing your personal data;
|
|
| |
(g)
|
| |
be informed of a personal data breach (unless the breach is unlikely to be prejudicial to you);
|
|
| |
(h)
|
| |
complain to the Data Protection Ombudsman; and
|
|
| |
(i)
|
| |
require us to delete your personal data in some limited circumstances.
|
•
|
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 Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and
|
2.
|
In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:
|
2.1
|
On or in respect of the shares, debentures or other obligations of the Company; or
|
2.2
|
by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (2018 Revision).
|
•
|
our sponsor, officers or directors;
|
•
|
an investor under the forward purchase agreement;
|
•
|
banks, financial institutions or financial services entities;
|
•
|
broker-dealers;
|
•
|
taxpayers that are subject to the mark-to-market accounting rules;
|
•
|
tax-exempt entities;
|
•
|
S-corporations;
|
•
|
governments or agencies or instrumentalities thereof;
|
•
|
insurance companies;
|
•
|
regulated investment companies;
|
•
|
real estate investment trusts;
|
•
|
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 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 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 the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect under applicable U.S. Treasury regulations a valid election 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, under proposed U.S. Treasury regulations, 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 tax 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
|
Citigroup Global Markets Inc.
|
| |
|
J.P. Morgan Securities LLC
|
| |
|
Total
|
| |
20,000,000
|
|
| |
Paid By LDH Growth Corp I
|
|||
|
| |
No Exercise
|
| |
Full Exercise
|
Per Unit(1)
|
| |
$0.55
|
| |
$0.55
|
Total(1)
|
| |
$11,000,000
|
| |
$12,650,000
|
(1)
|
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.
|
•
|
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
|
•
|
Over-allotment involves sales by the underwriters of units in excess of the number of units the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriters is not greater than the number of units that they may purchase in the over-allotment option. In a naked short position, the number of units involved is greater than the number of units in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing units in the open market.
|
•
|
Syndicate covering transactions involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of units to close out the short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. If the underwriters sell more units than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering.
|
•
|
Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
|
(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 in the Prospectus Regulation), subject to obtaining the prior consent of the manager for any such offer; or
|
(c)
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of units shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
|
(a)
|
to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the Representative for any such offer; or
|
(c)
|
in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation,
|
(a)
|
it has 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 FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and
|
(b)
|
it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom.
|
•
|
the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus Exemptions;
|
•
|
the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations;
|
•
|
where required by law, the purchaser is purchasing as principal and not as agent; and
|
•
|
the purchaser has reviewed the text above under Resale Restrictions.
|
|
| |
January 15,
2021
|
| |
December 31,
2020
|
Assets
|
| |
|
| |
|
Current assets:
|
| |
|
| |
|
Prepaid expenses
|
| |
$15,355
|
| |
$—
|
Total current assets
|
| |
15,355
|
| |
—
|
Deferred offering costs associated with proposed public offering
|
| |
159,316
|
| |
138,107
|
Total assets
|
| |
$174,671
|
| |
$138,107
|
|
| |
|
| |
|
Liabilities and Shareholder's Equity (Deficit)
|
| |
|
| |
|
Current liabilities:
|
| |
|
| |
|
Accounts payable
|
| |
$42,742
|
| |
$42,742
|
Accrued expenses
|
| |
122,037
|
| |
100,828
|
Total current liabilities
|
| |
164,779
|
| |
143,570
|
|
| |
|
| |
|
Commitments and Contingencies
|
| |
|
| |
|
|
| |
|
| |
|
Shareholder's Equity (Deficit):
|
| |
|
| |
|
Aggregate of 500,000,000 undesignated shares authorized; par value of $0.0001 per share Class B ordinary shares, 5,750,000 shares and one share issued and outstanding as of January 15, 2021 and December 31, 2020, respectively(1)(2)
|
| |
575
|
| |
—
|
Additional paid-in capital
|
| |
24,425
|
| |
—
|
Accumulated deficit
|
| |
(15,108)
|
| |
(5,463)
|
Total shareholder's equity (deficit)
|
| |
9,892
|
| |
(5,463)
|
Total Liabilities and Shareholder's Equity (Deficit)
|
| |
$174,671
|
| |
$138,107
|
(1)
|
This number includes up to 750,000 Class B ordinary shares subject to forfeiture if the option to purchase additional units is not exercised in full or in part by the underwriters. (Note 4)
|
(2)
|
On January 21, 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 1,437,500 Class B ordinary shares, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. (Note 4)
|
|
| |
For the Period from
January 1, 2021
Through
January 15,
2021
|
| |
For the Period from
October 7, 2020
(inception)
Through
December 31,
2020
|
General and administrative expenses
|
| |
$9,645
|
| |
$5,463
|
Net loss
|
| |
$(9,645)
|
| |
$ (5,463)
|
Weighted average ordinary shares outstanding, basic and diluted(1)(2)
|
| |
5,000,000
|
| |
1
|
Basic and diluted net loss per ordinary 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. (Note 4).
|
(2)
|
On January 21, 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 1,437,500 Class B ordinary shares, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. (Note 4).
|
|
| |
For the Period from October 7, 2020 (inception) Through January 15, 2021
|
||||||||||||||||||
|
| |
Ordinary Shares
|
| |
Class B Ordinary Shares
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Shareholder's
Equity (Deficit)
|
||||||
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||
Balance - October 7, 2020 (inception)
|
| |
1
|
| |
$—
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(5,463)
|
| |
(5,463)
|
Balance - December 31, 2020
|
| |
1
|
| |
$—
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$(5,463)
|
| |
$(5,463)
|
Issuance of Class B ordinary shares to Sponsor(1)(2)
|
| |
(1)
|
| |
—
|
| |
5,750,000
|
| |
575
|
| |
24,425
|
| |
—
|
| |
25,000
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(9,645)
|
| |
(9,645)
|
Balance - January 15, 2021
|
| |
—
|
| |
$—
|
| |
5,750,000
|
| |
$575
|
| |
$24,425
|
| |
$(15,108)
|
| |
$9,892
|
(1)
|
This number includes up to 750,000 Class B ordinary shares subject to forfeiture if the option to purchase additional units is not exercised in full or in part by the underwriters. (Note 4)
|
(2)
|
On January 21, 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 1,437,500 Class B ordinary shares, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. (Note 4)
|
|
| |
For the Period from
January 1, 2021
Through
January 15,
2021
|
| |
For the Period from
October 7, 2020
(inception)
Through
December 31,
2020
|
Cash Flows from Operating Activities:
|
| |
|
| |
|
Net loss
|
| |
$(9,645)
|
| |
$(5,463)
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
Prepaid expenses
|
| |
9,645
|
| |
—
|
Accounts payable
|
| |
—
|
| |
5,463
|
Net cash used in operating activities
|
| |
—
|
| |
—
|
Net change in cash
|
| |
—
|
| |
—
|
|
| |
|
| |
|
Cash - beginning of the period
|
| |
—
|
| |
—
|
Cash - end of the period
|
| |
$—
|
| |
$—
|
Supplemental disclosure of noncash investing and financing activities:
|
| |
|
| |
|
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
|
| |
$ 25,000
|
| |
$—
|
Deferred offering costs included in accounts payable
|
| |
$—
|
| |
$37,279
|
Deferred offering costs included in accrued expenses
|
| |
$ 21,209
|
| |
$ 100,828
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per warrant;
|
•
|
upon a minimum of 30-days’ prior written notice of redemption; and
|
•
|
if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) 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.
|
•
|
in whole and not in part;
|
•
|
at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of Class A ordinary shares;
|
•
|
if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share on the trading day prior to the date on which we send the notice of redemption to the warrant holders
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
SEC expenses
|
| |
$25,000
|
FINRA expenses
|
| |
$35,000
|
Accounting fees and expenses
|
| |
$70,000
|
Printing and engraving expenses
|
| |
$32,500
|
Legal fees and expenses
|
| |
$300,000
|
Nasdaq listing and filing fees
|
| |
$75,000
|
Director & Officers liability insurance premiums(1)
|
| |
$800,000
|
Miscellaneous
|
| |
$584,500
|
Total
|
| |
$2,000,000
|
(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 Gibson, Dunn & Crutcher LLP.*
|
5.2
|
| |
Opinion of Walkers, Cayman Islands Legal 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.*
|
| |
Promissory Note, dated as of January 15, 2021, between the Registrant and the Sponsor.**
|
|
| |
Securities Subscription Agreement, dated January 15, 2021, between the Registrant and the Sponsor.**
|
|
10.7
|
| |
Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*
|
10.8
|
| |
Form of Forward Purchase Agreement.*
|
10.9
|
| |
Form of Administrative Services Agreement between the Registrant and an affiliate of the Sponsor.*
|
| |
Consent of WithumSmith+Brown, PC.**
|
|
23.2
|
| |
Consent of Gibson, Dunn & Crutcher LLP (included on Exhibit 5.1).*
|
23.3
|
| |
Consent of Walkers, Cayman Islands (included on Exhibit 5.2).*
|
| |
Power of Attorney (included on signature page to the initial filing of this Registration Statement).**
|
|
| |
Consent of Marcelo Claure**
|
|
| |
Consent of Michelle C. Kerrick**
|
|
| |
Consent of Annette Franqui**
|
|
| |
Consent of Patricia Wexler**
|
*
|
To be filed by amendment.
|
**
|
Filed herewith.
|
|
| |
LDH GROWTH CORP I
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Marcelo Claure
|
|
| |
|
| |
Name: Marcelo Claure
|
|
| |
|
| |
Title: Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
|
| |
|
| |
|
/s/ Marcelo Claure
|
| |
Chief Executive Officer
(Principal Executive Officer)
|
| |
January 29, 2021
|
Marcelo Claure
|
| |||||
|
| |
|
| |
|
/s/ Christopher Cooper
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
| |
January 29, 2021
|
Christopher Cooper
|
| |||||
|
| |
|
| |
|
/s/ Michel Combes
|
| |
Director
|
| |
January 29, 2021
|
Michel Combes
|
|
THE COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
LDH GROWTH CORP I
(ADOPTED BY SPECIAL RESOLUTION DATED 13 JANUARY 2021)
REF: BD/JW/KB/168700
|
1. |
The name of the company is LDH Growth Corp I (the “Company”).
|
2. |
The registered office of the Company will be situated at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman
KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine.
|
3. |
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law
as provided by Section 7(4) of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”).
|
4. |
The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided
by Section 27(2) of the Companies Act.
|
5. |
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman
Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its
business outside the Cayman Islands.
|
6. |
The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them.
|
7. |
The authorised share capital of the Company is US$50,000 divided
into 500,000,000 shares of a nominal or par value of US$0.0001 each provided always that subject to the Companies Act and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said
shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any
conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the
Company hereinbefore provided.
|
8. |
The Company may exercise the power contained in Section 206 of the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some
other jurisdiction.
|
THE COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
LDH GROWTH CORP I
(ADOPTED BY SPECIAL RESOLUTION DATED 13 JANUARY 2021)
REF: BD/JW/KB/168700
|
CLAUSE
|
PAGE
|
TABLE A
|
1
|
INTERPRETATION
|
1
|
PRELIMINARY
|
4
|
SHARES
|
5
|
MODIFICATION OF RIGHTS
|
6
|
CERTIFICATES
|
6
|
FRACTIONAL SHARES
|
6
|
LIEN
|
7
|
CALLS ON SHARES
|
7
|
FORFEITURE OF SHARES
|
8
|
TRANSFER OF SHARES
|
9
|
TRANSMISSION OF SHARES
|
9
|
ALTERATION OF SHARE CAPITAL
|
10
|
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
|
10
|
TREASURY SHARES
|
11
|
GENERAL MEETINGS
|
12
|
NOTICE OF GENERAL MEETINGS
|
12
|
PROCEEDINGS AT GENERAL MEETINGS
|
12
|
VOTES OF SHAREHOLDERS
|
14
|
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
|
15
|
1. |
In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:
|
|
(a) |
passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company
and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled; or
|
|
(b) |
approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the
Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed.
|
|
(a) |
passed by a majority of not less than two-thirds of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general
meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each
Shareholder is entitled; or
|
|
(b) |
approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the
Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.
|
2. |
In these Articles, save where the context requires otherwise:
|
|
(a) |
words importing the singular number shall include the plural number and vice versa;
|
|
(b) |
words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
|
|
(c) |
the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;
|
|
(d) |
reference to a dollar or dollars or USD (or $) and to a cent or cents is reference to dollars and cents of the United States of America;
|
|
(e) |
reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;
|
|
(f) |
reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable
either generally or in any particular case; and
|
|
(g) |
reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile,
photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one and partly another.
|
3. |
Subject to the preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these
Articles.
|
4. |
The business of the Company may be commenced at any time after incorporation.
|
5. |
The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such
other offices and places of business and agencies in such places as the Directors may from time to time determine.
|
6. |
The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses
may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
|
7. |
The Directors shall keep, or cause to be kept, the Register at such place or (subject to compliance with the Companies Act and these Articles) places as the Directors
may from time to time determine. In the absence of any such determination, the Register shall be kept at the Office. The Directors may keep, or cause to be kept, one or more Branch Registers as well as the Principal Register in accordance
with the Companies Act, provided always that a duplicate of such Branch Register(s) shall be maintained with the Principal Register in accordance with the Companies Act.
|
8. |
Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may:
|
|
(a) |
issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time
to time determine; and
|
|
(b) |
grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;
|
9. |
The Directors, or the Shareholders by Ordinary Resolution, may authorise the division of Shares into any number of Classes and sub-classes, Series or sub-series and the
different Classes and sub-classes and Series and sub-series shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and
redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes and Series (if any) may be fixed and determined by the Directors or the Shareholders by Ordinary Resolution.
|
10. |
The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or
conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful
on any issue of Shares.
|
11. |
The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.
|
12. |
Whenever the capital of the Company is divided into different Classes (and as otherwise determined by the Directors) the rights attached to any such Class may, subject
to any rights or restrictions for the time being attached to any Class only be materially adversely varied or abrogated with the consent in writing of the holders of not less than two-thirds of the issued Shares of the relevant Class, or with
the sanction of a resolution passed at a separate meeting of the holders of the Shares of such Class by a majority of two-thirds of the votes cast at such a meeting. To every such separate meeting all the provisions of these Articles
relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary
quorum shall be one or more Persons at least holding or representing by proxy one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above
defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one
vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way
by the proposals under consideration, but in any other case shall treat them as separate Classes. The Directors may vary the rights attaching to any Class
without the consent or approval of Shareholders provided that the rights will not, in the determination of the Directors, be materially adversely varied or abrogated by such action.
|
13. |
The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time
being attached to the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia, the creation,
allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any Shares of any
Class by the Company.
|
14. |
No Person shall be entitled to a certificate for any or all of his Shares, unless the Directors shall determine otherwise.
|
15. |
The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether
with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and
participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.
|
16. |
The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or
called in respect of that Share. The Company also has a first and paramount lien on every Share (whether or not fully paid) registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered
holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the
provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it.
|
17. |
The Company may sell, in such manner as the Directors may determine, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of
which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the
registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.
|
18. |
For giving effect to any such sale the Directors may authorise some Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as
the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference
to the sale.
|
19. |
The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and applied in payment of such part
of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares
immediately prior to the sale.
|
20. |
The Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving
at least fourteen days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares.
|
21. |
The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
|
22. |
If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the
sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.
|
23. |
The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the
terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.
|
24. |
The Directors may make arrangements on the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be
paid and in the times of payment.
|
25. |
The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid
Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight
percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors.
|
26. |
If a Shareholder fails to pay any call or instalment of a call in respect of any Shares on the day appointed for payment, the Directors may, at any time thereafter
during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
|
27. |
The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice
is to be made, and shall state that in the event of non-payment at or before the time appointed the Shares in respect of which the call was made will be liable to be forfeited.
|
28. |
If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before
the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.
|
29. |
A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the
forfeiture may be cancelled on such terms as the Directors think fit.
|
30. |
A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the
Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares
forfeited.
|
31. |
A statutory declaration in writing that the declarant is a Director, and that a Share has been duly forfeited on a date stated in the declaration, shall be conclusive
evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.
|
32. |
The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture
and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money,
if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.
|
33. |
The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable,
whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
|
34. |
The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may determine and be executed by or on behalf of the
transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and
such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in
respect of the relevant Shares.
|
35. |
Subject to the terms of issue thereof, the Directors may determine to decline to register any transfer of Shares without assigning any reason therefor.
|
36. |
The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine.
|
37. |
All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in
any case of fraud) be returned to the Person depositing the same.
|
38. |
The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case
of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased holder of the Share, shall be the only Person recognised by the Company as having any title to the
Share.
|
39. |
Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be
required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the
Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.
|
40. |
A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he
would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to
meetings of the Company.
|
41. |
The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution
shall prescribe.
|
42. |
The Company may by Ordinary Resolution:
|
|
(a) |
consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
|
|
(b) |
convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;
|
|
(c) |
subdivide its existing Shares, or any of them into Shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if
any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and
|
|
(d) |
cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share
capital by the amount of the Shares so cancelled.
|
43. |
The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.
|
44. |
Subject to the Companies Act, the Company may:
|
|
(a) |
issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the
Directors may determine;
|
|
(b) |
purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder;
|
|
(c) |
make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Companies Act, including out of its capital; and
|
|
(d) |
accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine.
|
45. |
Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the
date specified as the date of redemption in the notice of redemption.
|
46. |
The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share.
|
47. |
The Directors may when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or
with the agreement of the holder of such Shares, make such payment either in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement to the proceeds of
assets held by the Company or in a liquidating structure.
|
48. |
Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be cancelled immediately or held as
Treasury Shares in accordance with the Companies Act. In the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.
|
49. |
No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members
on a winding up) may be declared or paid in respect of a Treasury Share.
|
50. |
The Company shall be entered in the Register as the holder of the Treasury Shares provided that:
|
|
(a) |
the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a
right shall be void;
|
|
(b) |
a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at
any given time, whether for the purposes of these Articles or the Companies Act, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares allotted as fully paid bonus shares in respect
of a treasury share shall be treated as Treasury Shares.
|
51. |
Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Directors.
|
52. |
The Directors may, whenever they think fit, convene a general meeting of the Company.
|
53. |
The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders
in accordance with these Articles, for any reason or for no reason at any time prior to the time for holding such meeting or, if the meeting is adjourned, the time for holding such adjourned meeting. The Directors shall give Shareholders
notice in writing of any cancellation or postponement. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.
|
54. |
General meetings shall also be convened on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company
holding at least ten percent of the paid up voting share capital of the Company deposited at the Office specifying the objects of the meeting by notice given no later than 21 days from the date of deposit of the requisition signed by the
requisitionists, and if the Directors do not convene such meeting for a date not later than 45 days after the date of such deposit, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as
that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the
Company.
|
55. |
If at any time there are no Directors, any two Shareholders (or if there is only one Shareholder then that Shareholder) entitled to vote at general meetings of the
Company may convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.
|
56. |
At least seven clear days’ notice in writing counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the
hour of the meeting and the general nature of the business, shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under these
Articles, entitled to receive such notices from the Company, but with the consent of all the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice
or without notice and in such manner as those Shareholders may think fit.
|
57. |
The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any
meeting.
|
58. |
All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets,
any report of the Directors or of the Company’s auditors, and the fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general meeting without the consent of all Shareholders entitled to
receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting.
|
59. |
No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. Save as otherwise
provided by these Articles, one or more Shareholders holding at least a majority of the paid up voting share capital of the Company present in person or by proxy and entitled to vote at that meeting shall form a quorum.
|
60. |
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be
dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the
Shareholder or Shareholders present and entitled to vote shall form a quorum.
|
61. |
If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the
Company may be by means of a telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the
meeting.
|
62. |
The chairman, if any, of the Directors shall preside as chairman at every general meeting of the Company.
|
63. |
If there is no such chairman, or if at any general meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to
act as chairman, any Director or Person nominated by the Directors shall preside as chairman, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.
|
64. |
The chairman may adjourn a meeting from time to time and from place to place either:
|
|
(a) |
with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting); or
|
|
(b) |
without the consent of such meeting if, in his sole opinion, he considers it necessary to do so to:
|
|
(i) |
secure the orderly conduct or proceedings of the meeting; or
|
|
(ii) |
give all persons present in person or by proxy and having the right to speak and / or vote at such meeting, the ability to do so,
|
65. |
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of
the show of hands) demanded by the chairman or one or more Shareholders present in person or by proxy entitled to vote, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried,
or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded
in favour of, or against, that resolution.
|
66. |
If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at
which the poll was demanded.
|
67. |
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is
demanded, shall be entitled to a second or casting vote.
|
68. |
A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be
taken at such time as the chairman of the meeting directs.
|
69. |
Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person and every Person representing a
Shareholder by proxy shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder and every Person representing a Shareholder by proxy shall have one vote for each Share of which he or the Person represented
by proxy is the holder.
|
70. |
In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint
holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.
|
71. |
A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote in respect of Shares carrying the right
to vote held by him, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, may vote in respect of such Shares by proxy.
|
72. |
No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares
carrying the right to vote held by him have been paid.
|
73. |
On a poll votes may be given either personally or by proxy.
|
74. |
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a
corporation, either under Seal or under the hand of an Officer or attorney duly authorised. A proxy need not be a Shareholder.
|
75. |
An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.
|
76. |
The instrument appointing a proxy shall be deposited at the Office or at such other place as is specified for that purpose in the notice convening the meeting no later
than the time for holding the meeting or, if the meeting is adjourned, the time for holding such adjourned meeting.
|
77. |
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
|
78. |
A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or
being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
|
79. |
Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its
representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation
which he represents as that corporation could exercise if it were an individual Shareholder or Director.
|
80. |
The name(s) of the first Director(s) shall either be determined in writing by a majority (or in the case of a sole subscriber that subscriber) of, or elected at a
meeting of, the subscribers of the Memorandum of Association.
|
81. |
The Company may by Ordinary Resolution appoint any Person to be a Director.
|
82. |
Subject to these Articles, a Director shall hold office until such time as he is removed from office by Ordinary Resolution.
|
83. |
The Company may by Ordinary Resolution from time to time fix the maximum and minimum number of Directors to be appointed but unless such numbers are fixed as aforesaid
the minimum number of Directors shall be one and the maximum number of Directors shall be unlimited.
|
84. |
The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.
|
85. |
There shall be no shareholding qualification for Directors unless determined otherwise by Ordinary Resolution.
|
86. |
The Directors shall have power at any time and from time to time to appoint any Person to be a Director, either as a result of a casual vacancy or as an additional
Director, subject to the maximum number (if any) imposed by Ordinary Resolution.
|
87. |
Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have
authority to sign written resolutions on behalf of the appointing Director, but shall not be authorised to sign such written resolutions where they have been signed by the appointing Director, and to act in such Director’s place at any
meeting of the Directors. Every such alternate shall be entitled to attend and vote at meetings of the Directors as the alternate of the Director appointing him and where he is a Director to have a separate vote in addition to his own vote.
A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall not be an Officer solely as a result of his appointment as an alternate other than in respect of such times as the alternate
acts as a Director. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.
|
88. |
Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may
pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid
if that resolution had not been passed.
|
89. |
The Directors may from time to time appoint any Person, whether or not a Director to hold such office in the Company as the Directors may think necessary for the
administration of the Company, including but not limited to, the office of president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or
commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any Person so appointed by the Directors may be removed by the Directors or by the Company by
Ordinary Resolution. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases from any cause to be a
Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.
|
90. |
The Directors may appoint any Person to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such
remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.
|
91. |
The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the
exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
|
92. |
The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of
Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities and
discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such
provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the
powers, authorities and discretion vested in him.
|
93. |
The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the
three next following Articles shall not limit the general powers conferred by this Article.
|
94. |
The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint
any Person to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such Person.
|
95. |
The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the
time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made
on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any Person so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of
any such annulment or variation shall be affected thereby.
|
96. |
Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in
them.
|
97. |
The Directors may agree with a Shareholder to waive or modify the terms applicable to such Shareholder’s subscription for Shares without obtaining the consent of any
other Shareholder; provided that such waiver or modification does not amount to a variation or abrogation of the rights attaching to the Shares of such other Shareholders.
|
98. |
The Directors shall have the authority to present a winding up petition on behalf of the Company without the sanction of a resolution passed by the Company in general
meeting.
|
99. |
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof,
or to otherwise provide for a security interest to be taken in such undertaking, property or uncalled capital, and to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or
obligation of the Company or of any third party.
|
100. |
The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or
after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of
any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
|
101. |
The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument
except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such
facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is
so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a Secretary (or
an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.
|
102. |
Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the
purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.
|
103. |
The office of Director shall be vacated, if the Director:
|
|
(a) |
becomes bankrupt or makes any arrangement or composition with his creditors;
|
|
(b) |
dies or is found to be or becomes of unsound mind;
|
|
(c) |
resigns his office by notice in writing to the Company;
|
|
(d) |
is removed from office by Ordinary Resolution;
|
|
(e) |
is removed from office by notice addressed to him at his last known address and signed by all of his co-Directors (not being less than two in number); or
|
|
(f) |
is removed from office pursuant to any other provision of these Articles.
|
104. |
The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and
proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. A Director may, and a Secretary or assistant
Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
|
105. |
A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is a member, by means of telephone or
similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
|
106. |
The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, if there be two or more Directors the
quorum shall be two, and if there be one Director the quorum shall be one. A Director represented by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.
|
107. |
A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at
a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is to be regarded as interested in any contract or other arrangement which may thereafter be made with that company or firm shall be
deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote
shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.
|
108. |
A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period
and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other
office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any
Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A
Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of
any such appointment are arranged and he may vote on any such appointment or arrangement.
|
109. |
Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services
as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.
|
110. |
The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:
|
|
(a) |
all appointments of Officers made by the Directors;
|
|
(b) |
the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
|
|
(c) |
all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.
|
111. |
When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors
have not actually come together or that there may have been a technical defect in the proceedings.
|
112. |
A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of
Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual
as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly
appointed alternate.
|
113. |
The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to
these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.
|
114. |
The Directors may elect a chairman of their meetings and determine the period for which he is to hold office but if no such chairman is elected, or if at any meeting
the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.
|
115. |
Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected,
or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.
|
116. |
A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any
meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.
|
117. |
All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards
discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a
Director.
|
118. |
Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the Companies Act and these Articles, the Directors
may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.
|
119. |
Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed
the amount recommended by the Directors.
|
120. |
The Directors may determine, before recommending or declaring any dividend, to set aside out of the funds legally available for distribution such sums as they think
proper as a reserve or reserves which shall be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the determination of
the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.
|
121. |
Any dividend may be paid in any manner as the Directors may determine. If paid by cheque it will be sent through the post to the registered address of the Shareholder
or Person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may
direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.
|
122. |
The Directors when paying dividends to the Shareholders in accordance with the foregoing provisions of these Articles may make such payment either in cash or in specie
and may determine the extent to which amounts may be withheld therefrom (including, without limitation, any taxes, fees, expenses or other liabilities for which a Shareholder (or the Company, as a result of any action or inaction of the
Shareholder) is liable).
|
123. |
Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the
Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares.
|
124. |
If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of
the Share.
|
125. |
No dividend shall bear interest against the Company.
|
126. |
The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.
|
127. |
The books of account shall be kept at the Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the
Directors.
|
128. |
The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of
the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by
law or authorised by the Directors or by Ordinary Resolution.
|
129. |
The accounts relating to the Company’s affairs shall only be audited if the Directors so determine, in which case the accounting principles will be determined by the
Directors. The financial year of the Company shall end on 31 December of each year or such other date as the Directors may determine.
|
130. |
The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Act and
deliver a copy thereof to the Registrar of Companies in the Cayman Islands.
|
131. |
Subject to the Companies Act and these Articles, the Directors may:
|
|
(a) |
resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), whether
or not available for distribution;
|
|
(b) |
appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively
and apply that sum on their behalf in or towards:
|
|
(i) |
paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
|
|
(ii) |
paying up in full unissued Shares or debentures of a nominal amount equal to that sum,
|
|
(c) |
make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or
debentures become distributable in fractions the Directors may deal with the fractions as they think fit;
|
|
(d) |
authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:
|
|
(i) |
the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or
|
|
(ii) |
the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts
or part of the amounts remaining unpaid on their existing Shares,
|
|
(e) |
generally do all acts and things required to give effect to any of the actions contemplated by this Article.
|
132. |
The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal
to the amount or value of the premium paid on the issue of any Share.
|
133. |
There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption
or purchase price provided always that at the determination of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital.
|
134. |
The Directors may establish separate accounts on the books and records of the Company (each an “Investment Account”) for each Class and Series, or for more than one Class or Series, as the case may be, and the following provisions shall apply to each Investment Account:
|
|
(a) |
the proceeds from the allotment and issue of Shares of any Class or Series may be applied in the books of the Company to the Investment Account established for the
Shares of such Class or Series;
|
|
(b) |
the assets and liabilities and income and expenditures attributable to the Shares of any Class or Series may be applied or allocated for accounting purposes to the
relevant Investment Account established for such Shares subject to these Articles;
|
|
(c) |
where any asset is derived from another asset (whether cash or otherwise), such derivative asset may be applied in the books of the Company to the Investment Account
from which the related asset was derived and on each revaluation of an investment the increase or diminution in the value thereof (or the relevant portion of such increase or diminution in value) may be applied to the relevant Investment
Account;
|
|
(d) |
in the case of any asset of the Company which the Directors do not consider is attributable to a particular Investment Account, the Directors may determine the basis
upon which any such asset shall be allocated among Investment Accounts and the Directors shall have power at any time and from time to time to vary such allocation;
|
|
(e) |
where the assets of the Company not attributable to any Investment Accounts give rise to any net profits, the Directors may allocate the assets representing such net
profits to the Investment Accounts as they may determine;
|
|
(f) |
the Directors may determine the basis upon which any liability including expenses shall be allocated among Investment Accounts (including conditions as to subsequent
re-allocation thereof if circumstances so permit or require) and shall have power at any time and from time to time to vary such basis and charge expenses of the Company against either revenue or the capital of the Investment Accounts; and
|
|
(g) |
the Directors may in the books of the Company transfer any assets to and from Investment Accounts if, as a result of a creditor proceeding against certain of the assets
of the Company or otherwise, a liability would be borne in a different manner from that in which it would have been borne under this Article, or in any similar circumstances.
|
135. |
Subject to any applicable law and except as otherwise provided in these Articles the assets held in each Investment Account shall be applied solely in respect of Shares
of the Class or Series to which such Investment Account relates and no holder of Shares of a Class or Series shall have any claim or right to any asset allocated to any other Class or Series.
|
136. |
Any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it airmail or air
courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service
of notices, or by facsimile should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint
holding, and notice so given shall be sufficient notice to all the joint holders.
|
137. |
Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and,
where requisite, of the purposes for which such meeting was convened.
|
138. |
Any notice or other document, if served by:
|
|
(a) |
post, shall be deemed to have been served five clear days after the time when the letter containing the same is posted;
|
|
(b) |
facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the
facsimile number of the recipient;
|
|
(c) |
recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; or
|
|
(d) |
electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.
|
139. |
Any notice or document delivered or sent in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and
whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service
of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as
claiming through or under him) in the Share.
|
140. |
Notice of every general meeting of the Company shall be given to:
|
|
(a) |
all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and
|
|
(b) |
every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of
the meeting.
|
141. |
Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant
Secretary, or other Officer (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be
indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of
such Indemnified Person’s own dishonesty, wilful default or fraud as determined by a court of competent jurisdiction, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the
execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether
successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
|
142. |
No Indemnified Person shall be liable:
|
|
(a) |
for the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent of the Company; or
|
|
(b) |
for any loss on account of defect of title to any property of the Company; or
|
|
(c) |
on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or
|
|
(d) |
for any loss incurred through any bank, broker or other similar Person; or
|
|
(e) |
for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or
|
|
(f) |
for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such
Indemnified Person’s office or in relation thereto;
|
143. |
Subject to the proviso hereto, no Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be
bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires)
any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register, provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such
interests as shall be determined by the Directors.
|
144. |
If the Company shall be wound up the liquidator shall apply the assets of the Company in such manner and order as he thinks fit in satisfaction of creditors’ claims.
|
145. |
If the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution divide amongst the Shareholders in specie or kind the whole or any
part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division
shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator,
with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any assets whereon there is any liability.
|
146. |
Subject to the Companies Act and the rights attaching to the various Classes, the Company may at any time and from time to time by Special Resolution alter or amend
these Articles in whole or in part.
|
147. |
For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or
those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a
stated period which shall not exceed in any case 40 days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders the Register
shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.
|
148. |
In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are
entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the
date of declaration of such dividend, fix a subsequent date as the record date for such determination.
|
149. |
If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of
Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article,
such determination shall apply to any adjournment thereof.
|
150. |
The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which
it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the
Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of
the Company.
|
151. |
The Company may merge or consolidate in accordance with the Companies Act.
|
152. |
To the extent required by the Companies Act, the Company may by Special Resolution resolve to merge or consolidate the Company.
|
153. |
The Directors, or any authorised service providers (including the Officers, the Secretary and the registered office agent of the Company), shall be entitled to disclose
to any regulatory or judicial authority, or to any stock exchange on which the Shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, information contained in the Register
and books of the Company.
|
Principal Amount: up to $300,000
|
|
|
(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.
|
|
(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 hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same
to the contrary notwithstanding.
|
|
(b) |
Upon the occurrence of an Event of Default specified in Sections 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.
|
LDH GROWTH CORP I
|
||
A Cayman Islands exempted company
|
||
By:
|
/s/ Michel Combes
|
|
Name: Michel Combes
|
||
Title: Director
|
LDH Sponsor LLC
600 Brickell Avenue, Suite 2650
Miami, Florida 33138
|
|
RE:
|
Securities Subscription Agreement
|
1.
|
Subscription and Purchase of Securities.
|
a.
|
Subscription for Shares. For the sum of $25,000, which the Company acknowledges receiving through a payment made by the Subscriber on behalf of the Company to cover certain expenses of the Company, the Company hereby issues the
Shares to the Subscriber, and the Subscriber hereby subscribes for the Shares from the Company, subject to the surrender and cancellation provisions of Section 3 below, 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 cancelled shall take effect as surrenders and cancellation for no consideration of such shares as a matter of Cayman Islands law. On the issuance
of the Shares, the Company and the Subscriber hereby agree to the repurchase by the Company of the one ordinary share, with par value of $0.0001, of the Company currently held by the Subscriber in consideration for repurchase proceeds equal
to the subscription price previously paid for such share.
|
2.
|
Representations, Warranties and Agreements.
|
|
a. |
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:
|
|
i. |
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.
|
|
ii. |
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, (iii) any law, statute, rule or regulation to which the Subscriber is subject, or (iv) any agreement, order, judgment or
decree to which the Subscriber is subject.
|
|
iii. |
Formation and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of the State of Delaware and possesses all requisite power and authority necessary to carry out
the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement 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).
|
|
iv. |
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 resold 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: (x) an effective registration statement under the Securities Act or (y) 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.
|
|
v. |
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 or its prospects.
|
|
vi. |
Regulation D Offering. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” or similar exemptions under federal
and state law.
|
|
vii. |
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 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.
|
|
viii. |
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” as defined in Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificate representing the Shares (if any) will contain a legend in respect of such restrictions. If in the future the
Subscriber decides to offer, resell, pledge, charge or otherwise transfer the Shares, such Shares may be offered, resold, pledged, charged or otherwise transferred only in accordance with the provisions of Section 5 hereof. 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. Subject
to a 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 certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
|
|
ix. |
No Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this
Agreement.
|
|
b. |
Company’s Representations, Warranties and Agreements. To induce the Subscriber to subscribe for the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:
|
|
i. |
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.
|
|
ii. |
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 dated [ ], 2021, (ii) any agreement, indenture or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which the Company is subject, or (iv) any agreement, order,
judgment or decree to which the Company is subject.
|
|
iii. |
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration of the issuance of the Shares 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 of the issuance of the Shares 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 which have been notified to the Subscriber in writing, (b)
transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
|
|
iv. |
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the
transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection with any transactions.
|
|
a. |
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option 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 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such surrender and cancellation, the Subscriber (and all other initial shareholders
prior to the IPO, if any) will own an aggregate number of Class B ordinary shares (not including Ordinary Shares issuable upon exercise of any warrants or any Ordinary Shares subscribed for or purchased by the Subscriber in the IPO or in the
aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.
|
|
b. |
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.
|
|
a. |
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, charge, 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.
|
|
b. |
Lock-up. Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter. Pursuant to the Insider Letter, and subject to the
exceptions contained therein, Subscriber will agree not to sell, transfer, pledge, charge, hypothecate or otherwise dispose of all or any part of the Shares until the earlier to occur of: (A) one year after the completion of the Company’s
initial business combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after its initial business combination that results in all of its shareholders having the right to
exchange their shares of Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination the Shares will be released from the Lock-up.
|
|
c. |
Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:
|
|
d. |
Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Ordinary Shares, a spin-off, a share split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such
transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to Section 3 and this Section 5. Appropriate adjustments to reflect the
distribution of such securities or property shall be made to the number or class of Shares subject to Section 3 or this Section 5.
|
|
e. |
Registration Rights. Subscriber acknowledges that the Shares are being subscribed for 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.
|
|
a. |
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.
|
|
b. |
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier
service 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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c. |
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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d. |
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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e. |
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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f. |
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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g. |
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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h. |
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York applicable to contracts wholly performed within the
borders of such state, without giving effect to the conflict of law principles thereof.
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i. |
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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j. |
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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k. |
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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l. |
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 hold 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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m. |
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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n. |
Counterparts; Electronic Signatures. 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. Any signature delivered by electronic or facsimile transmission 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 were a manual signature thereof.
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o. |
Construction. 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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p. |
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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Very truly yours,
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||||
LDH Growth Corp I
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||||
By:
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/s/ Michel Combes
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Name:
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Michel Combes
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Title:
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Director
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LDH Sponsor LLC
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By:
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/s/ Christopher Cooper
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Name:
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Chris Cooper
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Title:
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Manager
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/s/ WithumSmith+Brown, PC
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New York, New York
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January 29, 2021
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By:
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/s/ Marcelo Claure
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Name:
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Marcelo Claure
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By:
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/s/ Michelle Kerrick
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||
Name:
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Michelle C. Kerrick
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By:
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/s/ Annette Franqui
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||
Name:
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Annette Franqui
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By:
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/s/ Patricia Wexler
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Name:
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Patricia Wexler
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