As
filed with the Securities and Exchange Commission on October 13, 2020.
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
NATURAL
ORDER ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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6770
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85-2464911
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard
Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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30
Colpitts Road
Weston,
MA 02493
617-395-1644
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Paresh
Patel
President, Chief Executive Officer and
Director
30
Colpitts Road
Weston,
MA 02493
617-395-1644
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
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Mitchell
S. Nussbaum
Giovanni
Caruso
Loeb
& Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
(212) 407-4990 — Facsimile
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Derek
J. Dostal
Deanna
L. Kirkpatrick
Roshni
Banker Cariello
Davis
Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
(212) 701-5800 — Facsimile
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Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this offering.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☒
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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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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered
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Amount
To Be
Registered
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Proposed
Maximum
Offering Price
per Security(1)
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Proposed
Maximum
Aggregate
Offering
Price(1)(2)
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Amount
of
Registration
Fee
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Units,
each consisting of one share of common stock, $0.0001 par value and one redeemable warrant to acquire 1/2 of one share of
common stock (2)
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28,750,000
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$
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10.00
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$
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287,500,000.00
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$
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31,366.25
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Shares
of common stock, $0.0001 par value, included as part of the units(2)
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28,750,000
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—
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—
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—
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(3)
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Warrants included
as part of the units(2)
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28,750,000
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—
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—
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—
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(3)
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Total
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$
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287,500,000.00
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$
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31,366.25
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(1)
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Estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
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(2)
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Includes
(A) the aggregate of 25,000,000 units to be issued to public stockholders in the public offering, and 3,750,000 units which
may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any; and (B) shares
of common stock and warrants underlying such units.
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(3)
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No fee pursuant
to Rule 457(g).
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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PRELIMINARY
PROSPECTUS
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SUBJECT TO COMPLETION, DATED
OCTOBER 13, 2020
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$250,000,000
NATURAL
ORDER ACQUISITION CORP.
25,000,000
UNITS
Natural
Order Acquisition Corp., which we refer to as “we,” “us” or “our company,” is a newly organized
blank check company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities,
which we refer to throughout this prospectus as our “initial business combination.” Although we are not limited to
a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on
targets that are focused on technologies and products related to sustainable plant-based food and nutrition.
This
is an initial public offering of our securities. We are offering 25,000,000 units at an offering price of $10.00 per unit. Each
unit consists of one share of common stock, par value $0.0001, and one warrant, which we refer to throughout this prospectus as
“warrants” or the “public warrants.” Each warrant entitles the holder thereof to purchase one-half share
of common stock at a price of $11.50 per whole share, subject to adjustment as described in the prospectus. No fractional shares
will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares to be issued to the warrant
holder. Each public warrant will become exercisable on the later of one year after the effective date of the registration statement
of which this prospectus forms a part or the consummation of an initial business combination, and will expire five years after
the completion of an initial business combination, or earlier upon redemption.
We
have granted Chardan Capital Markets LLC and Barclays Capital Inc., the representative of the underwriters, a 45-day option to
purchase up to an additional 3,750,000 units (over and above the 25,000,000 units referred to above) solely to cover over-allotments,
if any.
We
will provide the holders of our outstanding shares of common stock that were sold as part of the units in this offering with the
opportunity to redeem their shares of common stock upon the consummation of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of
taxes payable), divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering,
which we refer to as our “public shares.”
We
have 24 months to consummate our initial business combination. If we are unable to consummate our initial business combination
within the above time period, we will distribute the aggregate amount then on deposit in the trust account, pro rata to our public
stockholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding
up of our affairs, as further described herein. In such event, the warrants will expire and be worthless.
Natural
Order Sponsor LLC, an entity affiliated with some of our directors, which we refer to as our “sponsor,” has committed
to purchase from us an aggregate of 7,200,000 (or 7,950,000 if the over-allotment option is exercised in full) warrants (or “private
warrants”) at $1.00 per private warrant for a total purchase price of $7,200,000 (or $7,950,000 if the over-allotment option
is exercised in full). Each private warrant is exercisable for one-half share of common stock at an exercise price of $11.50 per
share. These purchases will take place on a private placement basis simultaneously with the consummation of this offering. Of
the $7,200,000 (or $7,950,000 if the over-allotment option is exercised in full) we will receive from the sale of the private
warrants, $5,700,000 will be used for offering expenses and $1,500,000 will be used for working capital (or $6,450,000 will be
used for offering expenses and $1,500,000 will be used for working capital if the over-allotment option is exercised in full).
In
August 2020, Mr. Paresh Patel and Mr. Sebastiano Cossia Castiglioni and/or their respective affiliates purchased 7,187,500 shares
for an aggregate purchase price of $25,000, which we refer to herein as “founder shares” or “insider shares.”
The founder shares include an aggregate of up to 937,500 shares that are subject to forfeiture to the extent that the underwriters’
over-allotment option is not exercised in full or in part.
There
is presently no public market for our units, common stock, or warrants. We intend to apply to have our units listed on the Nasdaq
Capital Market (“Nasdaq”) under the symbol “NOAC” on or promptly after the date of this prospectus. We
cannot guarantee that our securities will be approved for listing on Nasdaq. Once the securities comprising the units begin separate
trading as described in this prospectus, the units, shares of common stock and warrants will be traded on Nasdaq under the symbols
“NOACU”, “NOAC” and “NOACW,” respectively. We cannot assure you that our securities will continue
to be listed on Nasdaq after this offering.
We
are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore
be subject to reduced public company reporting requirements.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 17 of this prospectus
for a discussion of information that should be considered in connection with an investment in our securities.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
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Price to
Public
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Underwriting
Discount and
Commissions(1)
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Proceeds,
Before
Expenses,
to us
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Per unit
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$
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10.00
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$
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0.55
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(2)
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$
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9.45
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Total
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$
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250,000,000
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$
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13,750,000
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$
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236,250,000
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(1)
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Please
see the section titled “Underwriting” for further information relating to the underwriting arrangements agreed
to between us and the underwriters in this offering.
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(2)
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Includes
$8,750,000, or $0.35 per unit, equal to 3.5% of the gross proceeds of this offering (or $10,062,500 if the underwriter’s
over-allotment option is exercised in full) payable to the underwriters as deferred underwriting discounts and commissions
from the funds to be placed in the trust account described below. Such funds will be released to the underwriters only upon
consummation of an initial business combination, as described in this prospectus. If the business combination is not consummated,
such deferred discount will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued
on the deferred underwriting discount.
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Upon
consummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the over-allotment option has
been exercised in full or part) will be deposited into a United States-based trust account, with Continental Stock Transfer &
Trust Company acting as trustee. Such amount includes $8,750,000, or $0.35 per unit (or $10,062,500 if the underwriters’
over-allotment option is exercised in full) payable to the underwriters as deferred underwriting discounts and commissions. Except
as described in this prospectus, these funds will not be released to us until the earlier of the completion of our initial business
combination and our redemption of the public shares upon our failure to consummate a business combination within the required
period.
The
underwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units to purchasers on
or about ,
2020.
Joint
Book-Running Managers
Chardan Barclays
,
2020
NATURAL
ORDER ACQUISITION CORP.
TABLE
OF CONTENTS
SUMMARY
This
summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not
contain all of the information that you should consider in making an investment decision. You should read this entire prospectus
carefully, including the information under “Risk Factors” and our financial statements and the related notes included
elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus:
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“the
company,” “we,” “us” “our” or “our company” refers to Natural Order
Acquisition Corp.;
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“initial
stockholders” refers to all of our stockholders immediately prior to the date of this prospectus, including our sponsor
and officers and directors to the extent they hold such shares;
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“founder
shares” refers to the 7,187,500 shares of common stock purchased prior to this offering by Mr. Paresh Patel and Mr.
Sebastiano Cossia Castiglioni and/or their respective affiliates (including up to an aggregate of 937,500 shares of common
stock subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in
part);
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“private
warrants” refers to the warrants we are selling privately to our sponsor and/or its designees upon consummation of this
offering;
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“sponsor”
refers to Natural Order Sponsor LLC;
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the
term “public stockholders” means the holders of shares of common stock which are being sold as part of the units
in this public offering (“public shares”) whether they are purchased in the public offering or in the aftermarket,
including any of our initial stockholders to the extent that they purchase such public shares (except that our initial stockholders
will not have conversion or tender rights with respect to any public shares they own); and
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the information
in this prospectus assumes that the underwriters will not exercise their over-allotment option.
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Certain
financial information contained in this prospectus has been rounded and, as a result, certain totals shown in this prospectus
may not equal the arithmetic sum of the figures that should otherwise aggregate to those totals.
You
should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone
to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any
jurisdiction where the offer is not permitted.
General
Natural
Order Acquisition Corp (“NOAC”) is a blank check company that was incorporated under the laws of the State of
Delaware on August 10, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this
prospectus as our initial business combination. Although there is no restriction or limitation on what industry our target
operates in, it is our intention to pursue prospective targets that are focused on technologies and products related to
sustainable plant-based food and beverages, alternative protein, and ingredients. More specifically, our target market
includes companies that use plant-based, cell-based or precise fermentation technologies to develop food products that
eliminate animals from the food supply chain. We refer to all these technologies herein as “plant-based” or
“alternative.” While we may pursue a target located anywhere in the world, we anticipate targeting companies
domiciled in North America or Europe. At the time of preparing this prospectus, we have not identified any specific business
combination, nor has anyone on our behalf initiated or engaged in any substantive discussions, formal or otherwise, related
to such a transaction. Our efforts to date are limited to organizational activities related to this offering.
Our
Sponsor, Leadership, and Competitive Advantages
Our sponsor is led
by Mr. Paresh Patel and Mr. Sebastiano Cossia Castiglioni, each of whom have invested for more than 20 years in public and private
emerging growth companies with a focus on leading emerging technology and sustainable and plant-based food product companies. We
believe that our management team has the investment experience, strategic knowledge, relationships, and access to capital and human
resources to source unique opportunities that will offer attractive risk-adjusted returns in a rapidly expanding sector of the
global economy. In particular, we believe our network of relationships with leaders in the plant-based food industry can provide
our target company with a competitive advantage to accelerate its growth or identify attractive acquisitions or strategic alliances.
We
will target private emerging growth companies that are developing nutritious plant-based food products that deliver a consumer
experience comparable or superior to that provided by animal-based products. We will seek products that encourage consumers to
eat more, not less, of the traditional dishes they enjoy by using products that promote healthy living, environmental sustainability,
and animal welfare; all benefits associated with consuming plant-based foods. We seek a target company whose paradigm shifting
product or services will enable breakthrough penetration into mainstream consumers seeking delicious and satisfying yet better-for-you
alternatives to animal products.
Paresh Patel, our co-founder,
has been our President, Chief Executive Officer and Director since our inception in August 2020. Paresh has managed his private
investment office, Sandstone Investments since 2014. From 2005 to 2014, Paresh was the founder and Managing Partner of Sandstone
Capital, an investment fund managing more than $1.0 billion and focused on long-term investments in public and private companies
in Asia. Sandstone invests in a wide range of industries with a focus on pharmaceuticals, financial services, and technology. From
2000 to 2004, Paresh was the founder of Sparta Group, a multi-billion dollar family office. Paresh’s more notable private
investments include Bharat Financial (IPO 2010), A123 Systems (IPO 2009), Tejas Networks (IPO 2014), AU SFB (IPO 2014), Relicore
(acquired by Symantec in 2006), Airvana (IPO 2007), Flipkart (acquired by Walmart in 2018), Simulate (formerly NUGGS), VelocityDx,
and GrapheneDx. Paresh has served on the board of directors of several public and private businesses in the US and India. Paresh
also served as a director for Harvard Business School India and was an Executive Producer of the 2018 documentary film “The
Game Changers” that advocates the health benefits of a plant-based diet for high-performance athletes as well as for the
general population.
Sebastiano Cossia
Castiglioni, our co-founder has been our Chairman of the board since October 2020. He is an entrepreneur, activist, and
advisor to businesses, governments, and nonprofits around the world. For many years, he has been an investor in a wide range
of fields, from bioscience to food, from agriculture to technology. Directly or through his partnerships, Sebastiano is an
investor in more than 60 companies in the plant-based food and beverage sector. In December 2017, he founded a private
investment fund, Dismatrix, and has served as its director ever since. In that same year, Sebastiano joined NRS New Reality
Solutions, a convergent innovation platform leveraging bioscience and data science, as a Senior Advisor and an investor.
Since April 2019, he has also been a partner in the Blue Horizon Group, a leading worldwide investor in plant-based
companies. Since October of the same year, he has served as the co-managing partner and director of Dismatrix Group, which
focuses on venture capital and private equity investments across tech, consumer, and food revolutions, including
alt-proteins. Sebastiano is also a co-owner and honorary chairman of Querciabella, a Tuscan organic, biodynamic, and vegan
winery that has garnered international acclaim. He recently founded the gluten-free pasta brand Bontasana, and Skyrunner
Foods, a revolutionary baby food company. A longtime animal rights activist, Sebastiano supports several global nonprofits
working to end the exploitation of animals. He serves on the boards of Animal Outlook (since 2018) and the Culture &
Animals Foundation (since 2018) as well as on the advisory boards of the Sea Shepherd Conservation Society (since 2008),
Animal Equality (since 2019), the International Anti-Poaching Foundation (since 2020), and Project Coyote (since 2020). In
2020, Sebastiano founded the Plant-Based Empowerment Foundation, a nonprofit operating in rural Senegal that is dedicated to
providing children and women access to education, healthcare, and nourishing plant-based food. Sebastiano served as advisor
to Italian Prime Minister Matteo Renzi from 2014 to 2016.
Industry
Opportunity
We
intend to pursue an initial business combination with a company that is disrupting the animal-based protein and food industry,
providing alternatives to one or more segments of the global food industry, including fresh and packaged animal-based meats, dairy
and seafood. We may also consider targeting companies with products and services that support or relate to those end use markets.
We
believe there are three fundamental drivers of growth and investment opportunity in our target markets.
Large
and dynamic food markets supported by fundamental socioeconomic trends. Global population growth combined with rising standards
of living are driving non-linear consumption growth in meat, dairy, seafood and alternatives.
Substantial core food markets
with emerging dynamics. Based on various sources, we estimate the combined global meat, seafood, and dairy food
industries to be approximately $4.0 trillion in size. According to the United Nations Food and Agriculture Organization (“FAO”),
global meat production declined during 2020 due to the global impact of COVID-19, but is poised to grow in aggregate due to rising
populations and average incomes in developing countries and emerging economies, which in turn are expected to lead to higher per
capita consumption of proteins from meat, dairy, and seafood.
Large scale and growth
prospects for plant-based alternatives. Due to changing dietary patterns, increased recognition of the linkages
between diet, health and the environment, and concerns about animal welfare and food safety, plant-based foods are surging in
terms of consumption, investment and media interest. The market for alternatives to traditional proteins is significant.
According to Euromonitor, consumers purchased $19.5 billion of meat substitutes during 2018 and approximately $20 billion of
dairy substitutes in 2019, most of which are plant-based foods. According to the FAIRR Initiative (“FAIRR”), estimated growth rates
for global consumption of meat substitutes vary between 6.8% and 9.4% CAGR to 2025. In the United States, plant-based milk
substitutes generated $1.8 billion of sales, constituting 13% of the U.S. retail milk market. We believe these large and
growing markets are excellent targets for our acquisition search.
Social awareness and demand for personal
and environmental sustainability. We believe that consumer awareness of the negative health, environmental, and animal-welfare
impacts of animal-based food consumption has resulted in a surge in demand for viable alternatives. While overall demand for “meat”
and “dairy” is expected to accelerate, we believe that the production of food through animals is inherently inefficient,
both in environmental and economic terms. In addition, we believe these challenges are insurmountable given rising population and
limited resources.
Waste and inefficiency.
According to the Environmental Research Letters, the production of food through animals implies a waste of 83% to 97% of calories
and 69% to 97% of proteins. According to the United States Department of Agriculture and World Resources Institute, it is estimated
that producing one unit of animal-based food requires approximately up to 50 times as much water and up to 100 times more land
per unit of edible food.
Environmental impact. We
believe that increased awareness of additional economic externalities call into question the continued and increased consumption
of animal protein per capita. As reported in the journal Science, data collected from commercial farms in 119 countries indicates
that production of animal-based food can emit up to 50 times the amount of greenhouse gases (“GHGs”) compared
to plant-based food. Likewise, Nature Sustainability published an analysis of emissions linked to animal-based food production
which suggests that a shift to plant-based diets by 2050 could lead to reduction of 332-547 GtCO2 which is equal to 99-163% of
the CO2 emissions budget. According to FAIRR, public concern regarding costs to public health systems from diseases linked to the
consumption of animal-based foods is generating debate regarding taxation on meat and dairy products (as with tobacco) and the
elimination of subsidies to animal agriculture. Other public health costs and risks (including zoonotic diseases and antibiotic-resistant
bacteria) add to the debate.
Food security. Relying
upon animal-based food, when endemic inefficiencies are considered, creates critical food security issues in terms of supply and
safety. Closing the long-term demand/supply gap for meat, seafood and dairy in the developing world may be impossible without affordable
and desirable alternatives.
Innovation in food science. In
response to large and growing fundamental demand for more sustainable and secure food solutions, we believe there has been a
proliferation of new companies and technologies creating innovative solutions to meet market needs.
Progress in alternative
protein manufacturing. Food science is addressing the challenge of replacing animal-based protein. The cost of non-animal
ingredients in some cases is already lower than animal-based ingredients. We believe that alternative eggs and dairy products
already have lower production costs and, at higher scale, will be significantly cheaper and more profitable. According to
research published by RethinkX, from a manufacturing perspective, with the help of new technology and increasing scale,
alternative protein sources are rapidly approaching cost parity and it is estimated that some alternatives will be less
expensive than traditional animal-based proteins in less than two years. We believe that if social costs – such as
health care or environmental impact – were embedded in the retail price, plant-based ingredients and foods would have
further significant cost advantages over animal-based food.
Innovation and investment.
We believe the number of companies in this sector has grown geometrically over the past few years, fueled by substantial private
investment. For example, investors and entrepreneurs are investing heavily in precision fermentation, which is already used in
various sectors of food ingredient and medicine production. According to the Good Food Institute, $824 million of venture capital
was invested in alternative protein companies in 2019, followed by more than $930 million in the first quarter of 2020. Of these
amounts, we believe approximately $500 million in venture investments have been targeted specifically at precision fermentation
technology in the plant-based food sector.
Expansion of private companies.
We believe there are many private companies developing products and services related to various alternatives to animal-based
foods and ingredients: beef, pork, shellfish, fish, chicken, turkey, milk, yogurt, cheese, ice cream, eggs, etc. Business models
span the entire value chain including: ingredient production, equipment, branded private labels, frozen, fresh, wholesale distribution,
retail. We believe many of these companies have sufficient scale and maturity to be high-quality targets for our business combination.
Acquisition
Strategy
Our acquisition strategy
is to identify an untapped opportunity within our target industry and offer to a public-ready business a facility through
which to enter the public sphere and advance its profile. We believe that our management team and directors’ experiences
advising, evaluating and investing in these emerging growth businesses combined with their network of relationships in our target
industries position us to source the highest quality business combination candidates. Furthermore, our strong track record of practicing
and advocating the core values behind plant-based nutrition creates credibility and trust with the founders of these businesses
as they consider the future development and stewardship of their companies. Our selection process will leverage the relationships
of our management team and board with industry captains, leading venture capitalists, private equity and hedge fund managers, respected
peers, and our network of industry advisors. Together with this network of trusted partners, we intend to capitalize the target
business and create purposeful strategic initiatives in order to achieve attractive growth and performance targets.
Investment
Criteria
We
are targeting high growth companies with strong brands and experienced management teams that are ready to enter the public market.
We intend to focus on companies that are well positioned to be sector leaders and command customer awareness on a global basis
in replacing mainstream animal-based food and beverages with delicious, sustainable, and environmentally sustainable alternatives.
Consistent with this strategy, we have identified the following criteria for evaluating potential target businesses. Although
we may decide to enter into our initial business combination with a target business that does not meet the criteria described
below, it is our intention to acquire companies with the following characteristics:
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High
growth rate and high current run rate in revenues;
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Sector
leaders or dominant competitors in their product category;
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Experienced,
public-ready management teams. Specifically, we will look for management teams that have
a proven track record of value creation for their shareholders. We will seek to partner
with a potential target’s management team and expect that the operating and investment
abilities of our executive team and board will complement their own capabilities;
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Corporate
governance, reporting and control systems that are ready to comply with the requirements
of a public listing;
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Identifiable
technological, scientific, or brand competitive advantages which can be augmented by
access to additional capital as well as our industry relationships and expertise;
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Offering
attractive return on investment for our shareholders over the next two to five years;
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Between
$800 million and $4 billion in enterprise value.
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We
believe that with our relationships, network, reputation, expertise, and proprietary deal flow, we will be able to identify potential
target businesses with appropriate valuations, that can benefit from new capital for growth and a public listing.
Private
Placements
In August 2020, Mr. Paresh Patel and Mr. Sebastiano Cossia Castiglioni
and/or their respective affiliates purchased 7,187,500 shares for an aggregate purchase price of $25,000, which we refer to herein
as “founder shares” or “insider shares.” The founder shares include an aggregate of up to 937,500 shares
that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in
part, so that our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (excluding
the sale of the private warrants and assuming our initial stockholders do not purchase public units in this offering). Our initial stockholders may purchase public units in this offering.
The
founder shares are identical to the public shares. However, our initial stockholders have agreed (A) to vote their founder shares
in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business
combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation
to redeem all public shares if we cannot complete an initial business combination within 24 months of the closing of this offering,
unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C)
not to redeem any shares, including founder shares into the right to receive cash from the trust account in connection with a
stockholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection
with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution
upon winding up if a business combination is not consummated.
On
the date of this prospectus, the founder shares will be placed into an escrow account maintained by Continental Stock Transfer
& Trust Company acting as escrow agent. 50% percent of these shares will not be transferred, assigned, sold or released from
escrow until the earlier of (i) 6 months after the date of the consummation of our initial business combination or (ii) the date
on which the closing price of our shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock
dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the
closing of our initial business combination and the remaining 50% of the founder shares will not be transferred, assigned, sold
or released from escrow until 6 months after the date of the closing of our initial business combination, or earlier, in either
case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other
similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash,
securities or other property. During the escrow period, the holders of these shares will not be able to sell or transfer their
securities except (1) to any persons (including their affiliates and stockholders) participating in the private placement of the
private warrants, officers, directors, stockholders, employees and members of our sponsor and its affiliates, (2) amongst initial
stockholders or to our officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders
or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary
of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws
of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure
obligations incurred in connection with purchases of our securities, (8) by private sales at prices no greater than the price
at which the shares were originally purchased or (9) for the cancellation of up to 937,500 shares of common stock subject to forfeiture
to the extent that the underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation
of our initial business combination, in each case (except for clause 9 or with our prior consent) where the transferee agrees
to the terms of the escrow agreement and the insider letter.
In
addition, our sponsor has committed to purchase from us an aggregate of 7,200,000 (or 7,950,000 if the over-allotment option is
exercised in full) warrants (“private warrants”) at $1.00 per private warrant for a total purchase price of $7,200,000
(or $7,950,000 if the over-allotment option is exercised in full). Each private warrant is exercisable for one-half share of common
stock at an exercise price of $11.50 per share. These purchases will take place on a private placement basis simultaneously with
the consummation of this offering. Of the $7,200,000 we will receive from the sale of the private warrants, $5,700,000 will be
used for offering expenses and $1,500,000 will be used for working capital (or $6,450,000 will be used for offering expenses and
$1,500,000 will be used for working capital if the over-allotment option is exercised in full).
The
proceeds from the private placement of the private warrants will be added to the proceeds of this offering and placed in a trust
account in the United States, maintained by Continental Stock Transfer & Trust Company, as trustee. If we do not complete
our initial business combination within 24 months, the proceeds from the sale of the private warrants will be included in the
liquidating distribution to the holders of our public shares.
The
private warrants will be identical to the public warrants underlying the units being offered by this prospectus except that such
private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon
exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by
us, in each case so long as they are still held by the initial purchasers or their affiliates.
If
public units or shares of common stock are purchased by any of our directors, officers or initial stockholders, they will be entitled
to funds from the trust account to the same extent as any public stockholder upon our liquidation but will not have redemption
rights related thereto.
Our
executive offices are located at 30 Colpitts Road, Weston, MA 02493 and our telephone number is (617)
395-1644.
The
Offering
In
making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members
of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being
conducted in compliance with Rule 419 (“Rule 419”) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”). You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should
carefully consider these and the other risks set forth in the section below entitled “Risk Factors” beginning on page
17 of this prospectus.
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Securities
offered
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25,000,000
units, at $10.00 per unit, each unit consisting of one share of common stock and one warrant. Each warrant entitles the holder
thereof to purchase one-half share of common stock at a price of $11.50 per whole share, subject to adjustment as described
in this prospectus.
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Listing
of our securities and proposed symbols
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We
anticipate the units and the shares of common stock and the warrants, once they begin separate trading, will be listed on
Nasdaq under the symbols “NOACU,” “NOAC,” and “NOACW,” respectively.
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Each
of the shares of common stock and warrants may trade separately on the 90th day after the date of this prospectus
unless the representatives determine that an earlier date is acceptable (based upon, among other things, their assessment
of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern
of, and demand for, our securities in particular). In no event will the representatives allow separate trading of the shares
of common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering.
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Once
the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units
or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order
to separate the units into separately trading shares of common stock and warrants.
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We
will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of
this offering, which is anticipated to take place three business days from the date the units commence trading. The audited
balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment
option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus,
we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise
of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information
indicating if the representatives have allowed separate trading of the shares of common stock and warrants prior to the 90th
day after the date of this prospectus.
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In
connection with the completion of our initial business combination, we may, at our discretion, mandatorily separate all issued
and outstanding units.
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Units:
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Number
issued and outstanding before this offering
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0 units
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Number
to be issued and outstanding after this offering
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25,000,000(1) units
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Shares
of common stock:
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Number
issued and outstanding before this offering
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7,187,500(2)
shares
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Number
to be issued and outstanding after this offering
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31,250,000
(3) shares
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Warrants:
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Number
issued and outstanding before this offering
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0
warrants
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Number
of private warrants to be sold in a private placement simultaneously with this offering
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7,200,000 warrants(1)
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Number
to be issued and outstanding after this offering and sale of private warrants
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25,000,000 public
warrants and 7,200,000 private warrants(1)
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Exercisability
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Each
public warrant entitles the holder thereof to purchase one-half share of common stock, and each private warrant entitles the
holder thereof to purchase one-half share of common stock. No fractional shares will be issued upon exercise of the warrants.
If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,
round down to the nearest whole number the number of shares to be issued to the warrant holder. Therefore, you
must exercise your warrants in multiples of two to receive a full share.
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Exercise price
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$11.50
per whole share, subject to adjustments as described herein.
In
addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes
in connection with the closing of our initial business combination at an issue price or effective issue price of less
than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by
our board of directors and, in the case of any such issuance to our founders or their affiliates, without taking into
account any founder shares held by our founders or their affiliates, as applicable, prior to such issuance), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of our initial business combination on the date of the completion of our initial business combination
(net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day
period starting on the trading day prior to the consummation of our initial business combination (such price, the “Market
Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be
equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described below under “Redemption”
will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.
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Exercise period
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The
warrants will become exercisable on the later of one year after the effective date of the registration statement of which
this prospectus forms a part or upon the consummation of an initial business combination. The warrants will expire at 5:00
p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon
redemption.
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Redemption
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We
may redeem the outstanding warrants (excluding the private warrants), in whole and not
in part, at a price of $0.01 per warrant:
● at
any time while the warrants are exercisable,
● upon
a minimum of 30 days’ prior written notice of redemption,
● if,
and only if, the last sales price of our common stock equals or exceeds $16.50 per share for any 20 trading days within
a 30 trading day period ending three business days before we send the notice of redemption, and
● if,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying
such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each
day thereafter until the date of redemption.
If
the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her
or its warrant prior to the scheduled redemption date. However, the price of our common stock may fall below the $16.50
trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued.
The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable
premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and
the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will
not cause the share price to drop below the exercise price of the warrants.
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(1)
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Assumes
the over-allotment option has not been exercised.
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(2)
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This
number includes an aggregate of up to 937,500 shares of common stock held by our initial stockholders that are subject to forfeiture
if the over-allotment option is not fully exercised by the underwriters.
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(3)
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Assumes
the over-allotment option has not been exercised and an aggregate of 937,500 shares of common stock held by our initial stockholders
have been forfeited. If the over-allotment option is exercised in full, there will be a total of 35,937,500 shares of common stock
issued and outstanding.
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If
we call the warrants for redemption as described above, our management will have the
option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In such event, each holder would pay the exercise price by surrendering
the whole warrants for that number of shares of common stock equal to the quotient obtained
by dividing (x) the product of the number of shares of common stock underlying the warrants,
multiplied by the difference between the exercise price of the warrants and the “fair
market value” (defined below) by (y) the fair market value. The “fair market
value” shall mean the average reported last sale price of the shares of common
stock for the 10 trading days ending on the third trading day prior to the date on which
the notice of redemption is sent to the holders of warrants. Whether we will exercise
our option to require all holders to exercise their warrants on a “cashless basis”
will depend on a variety of factors including the price of our shares of common stock
at the time the warrants are called for redemption, our cash needs at such time and concerns
regarding dilutive share issuances.
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Offering
proceeds to be held in trust
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$250,000,000
of the net proceeds of this offering (or $287,500,000 if the over-allotment option is
exercised in full), including from the sale of the private warrants, or $10.00 per unit
sold to the public in this offering (regardless of whether or not the over-allotment
option is exercised in full or part) will be placed in a trust account maintained by
Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement
to be signed on the date of this prospectus. Of the $7,200,000 we will receive from the
sale of the private warrants, $5,700,000 will be used for offering expenses and $1,500,000
will be used for working capital (or $6,450,000 will be used for offering expenses and
$1,500,000 will be used for working capital if the over-allotment option is exercised
in full).
Except
as set forth below, the proceeds in the trust account will not be released until the earlier of: (1) the completion of
an initial business combination within the required time period and (2) our redemption of 100% of the outstanding public
shares if we have not completed a business combination in the required time period. Therefore, unless and until our initial
business combination is consummated, the proceeds held in the trust account will not be available for our use for any
expenses related to this offering or expenses which we may incur related to the investigation and selection of a target
business and the negotiation of an agreement to acquire a target business.
Notwithstanding
the foregoing, there can be released to us, from time to time, any interest earned on the funds in the trust account that
we may need to pay our tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination
only from the net proceeds of this offering not held in the trust account of approximately $1,500,000 (regardless of whether
the over-allotment option is exercised in full) provided, however, that in order to meet our working capital needs following
the consummation of this offering if the funds not held in the trust account are insufficient, our initial stockholders,
officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time,
in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The
notes would be paid upon consummation of our initial business combination, without interest, or, at the lender’s
discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into additional
private warrants to purchase shares of common stock at a conversion price of $1.00 per private warrant (which, for example,
would result in the holders being issued private warrants to purchase 500,000 shares of common stock if $500,000 of notes
were so converted). Such private warrants will be identical to the private warrants to be issued at the closing of this
offering. Our stockholders have approved the issuance of the private warrants (and underlying securities) upon conversion
of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business
combination. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust
account, to the extent available.
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Limited
payments to insiders
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Prior
to the consummation of a business combination, there will be no fees, reimbursements
or other cash payments paid to our initial stockholders, officers, directors or their
affiliates prior to, or for any services they render in order to effectuate, the consummation
of a business combination (regardless of the type of transaction that it is) other than:
● payment
of $10,000 per month to our sponsor for office space and related services, subject to deferral as described herein;
● repayment
of loans which may be made by our insiders, officers, directors or any of its or their affiliates to finance transaction
costs in connection with an initial business combination, the terms of which have not been determined;
● reimbursement
of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and
investigating possible business targets and business combinations; and
● repayment
upon consummation of our initial business combination of any loans which may be made by our initial stockholders or their
affiliates or our officers and directors to finance transaction costs in connection with an intended initial business
combination.
There
is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses
exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in
the trust account available to us, such expenses would not be reimbursed by us unless we consummate an initial business
combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder
or member of our management team, or their respective affiliates, and any reimbursements and payments made to members
of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining
from such review and approval.
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Potential
revisions to agreements with insiders
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We
could seek to amend certain agreements made by our management team disclosed in this prospectus without the approval of stockholders,
although we have no intention to do so. For example, restrictions on our executives relating to the voting of securities owned
by them, the agreement of our management team to remain with us until the closing of a business combination, the obligation
of our management team to not propose certain changes to our organizational documents or the obligation of the management
team and its affiliates to not receive any compensation in connection with a business combination could be modified without
obtaining stockholder approval. Although stockholders would not be given the opportunity to redeem their shares in connection
with such changes, in no event would we be able to modify the redemption or liquidation rights of our stockholders without
permitting our stockholders the right to redeem their shares in connection with any such change. We will not agree to any
such changes unless we believed that such changes were in the best interests of our stockholders (for example, if such a modification
were necessary to complete a business combination).
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Stockholder
approval of, or tender offer in connection with, initial business combination
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We
have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of
our sponsor. In connection with any proposed initial business combination, we will either (1) seek stockholder approval of
such initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their
public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share
of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders
with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder
vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes
payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders
have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata
share of the aggregate amount then on deposit in the trust account or to sell any shares to us in a tender offer in connection
with a proposed initial business combination. If we determine to engage in a tender offer, such tender offer will be structured
so that each public stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of
his, her or its shares. If enough stockholders tender their shares so that we are unable to satisfy any applicable closing
condition set forth in the definitive agreement related to our initial business combination, or we are unable to maintain
net tangible assets of at least $5,000,001, we will not consummate such initial business combination. The decision as to whether
we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us
in a tender offer will be made by us based on a variety of factors such as the timing of the transaction or whether the terms
of the transaction would otherwise require us to seek stockholder approval. If we provide stockholders with the opportunity
to sell their shares to us by means of a tender offer, we will file tender offer documents with the SEC which will contain
substantially the same financial and other information about the initial business combination as is required under the SEC’s
proxy rules. If we seek stockholder approval of our initial business combination, we will consummate the business combination
only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
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We
have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 upon
such consummation in order to avoid being subject to Rule 419. However, if we seek to consummate an initial business combination
with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount
of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold
may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares
redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As
a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable
target within the applicable time period, if at all.
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Our initial stockholders have agreed (A) to vote their founder shares and any public shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 24 months unless we provide public stockholder an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to convert any shares (including the founder shares) into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Our initial stockholders or their affiliates may purchase public units in this offering or any units or shares of common stock in the open market or in private transactions. If a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Our initial stockholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are rules designed to stop potential manipulation of a company’s stock or purchasing shares when the buyer is in possession of material non-public information about our company.
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Conditions to completing
our initial business combination
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We
have agreed not to enter into a definitive agreement regarding an initial business combination without
the prior consent of our sponsor. Further, there is no limitation on our ability to raise funds
privately or through loans in connection with our initial business combination. Our initial business
combination must occur with one or more target businesses that together have an aggregate fair market
value of at least 80% of the value of the trust account (excluding any deferred underwriters’
fees 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 we are no longer listed on Nasdaq, we will not be required
to satisfy the 80% test.
If
our board is not able to independently determine the fair market value of the target business or businesses, we may obtain
an opinion from an independent investment banking or accounting firm as to the fair market value of the target business.
We will complete our initial business combination only if the post-transaction company in which our public stockholders
own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a
controlling interest in the target sufficient for it not to be required to register as an investment company under the
Investment Company Act of 1940 (the “Investment Company Act”). Even if the post-transaction company owns 50%
or more of the voting securities of the target, our stockholders prior to the business combination may collectively own
a minority interest in the post business combination company, depending on valuations ascribed to the target and us in
the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses
are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired
is what will be valued for purposes of the 80% test, provided that in the event that the business combination involves
more than one target business, the 80% test will be based on the aggregate value of all of the target businesses.
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Conversion
rights
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In
connection with any stockholder meeting called to approve a proposed initial business combination,
each public stockholder will have the right, regardless of whether he, she or it is voting for
or against such proposed business combination, to demand that we convert his, her or its public
shares into a pro rata share of the trust account upon consummation of the business combination.
We
may require public stockholders wishing to exercise conversion rights, whether they are a record holder or hold their
shares in “street name,” to either tender the certificates they are seeking to convert to our transfer agent
or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System (the “DWAC System”), at the holder’s option, at any time
at or prior to the vote on the business combination. There is a nominal cost associated with this tendering process and
the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge
the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder.
However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the
vote on the business combination in order to exercise conversion rights. This is because a holder would need to deliver
shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated. However, in the
event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed
business combination is not consummated, this may result in an increased cost to stockholders. The conversion rights will
include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
Under
Delaware law, we may be required to give a minimum of only ten days’ notice for each general meeting. As a result,
if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro
rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not
have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be
able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want
to.
If
we require public stockholders who wish to convert their shares of common stock to comply with specific delivery requirements
for conversion described above and such proposed business combination is not consummated, we will promptly return such
certificates to the tendering public stockholders.
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Release
of funds in trust account upon closing of our initial business combination
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|
On
the completion of our initial business combination, all amounts held in the trust account will be released to us. We will
use these funds to pay amounts due to any public stockholders who exercise their conversion rights as described above under
“— Conversion rights,” to pay all or a portion of the consideration payable to the target or targets or
owners of the target or targets of our initial business combination and to pay other expenses associated with our initial
business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds
released from the trust account are used for payment of the consideration in connection with our initial business combination,
we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance
or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred
in completing our initial business combination, to fund the purchase of other companies or for working capital.
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|
Liquidation if no business combination
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|
If
we are unable to complete our 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 outstanding public shares (including any public units in this offering or any public units
or shares that our initial stockholders or their affiliates purchased in this offering or later acquired in the open market
or in private transactions), which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably practicable following such redemption, subject to the approval of our remaining holders of common stock and
our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our company, subject
(in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable
law.
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|
|
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In
connection with our redemption of 100% of our outstanding public shares for a portion
of the funds held in the trust account, each holder will receive a full pro rata portion
of the amount then in the trust account, plus any pro rata interest earned on the funds
held in the trust account and not necessary to pay our taxes payable on such funds. Holders
of warrants will receive no proceeds in connection with the liquidation with respect
to such warrants, which will expire worthless.
We
may not have funds sufficient to pay or provide for all creditors’ claims. Although we will seek to have all third
parties (including any vendors or other entities we engage after this offering) and any prospective target businesses
enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any
monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee
that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account
for monies owed them.
The
holders of the founder shares and private warrants will not participate in any redemption distribution with respect to
their founder shares and private warrants, but may have any public shares redeemed upon liquidation.
If
we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not
deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the
initial per-share redemption price will be approximately $10.00. The proceeds deposited in the trust account could, however,
become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, our underwriters
may seek recourse against the proceeds in the trust account relating to any future claims they may have against us. In
addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not
dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in
our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore,
the actual per-share redemption price may be less than approximately $10.00. We will pay the costs of any subsequent liquidation
from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has agreed to pay
the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently
do not anticipate that such funds will be insufficient.
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Conflict
of Interest
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|
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or
other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required
to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware
of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual
or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity
to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present
the opportunity to us. For more information, see the section entitled “Management — Conflicts of Interest.”
We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will
materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation
will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity
is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity
is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
|
Risks
We
are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business
combination, we will have no operations and will generate no operating revenues. In making your decision on whether to invest
in our securities, you should take into account not only the background of our management team, but also the special risks we
face as a blank check company, as well as the fact that this offering is not being conducted in compliance with Rule 419, and,
therefore, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional
information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business —
Comparison to offerings of blank check companies subject to Rule 419.” You should carefully consider these and the other
risks set forth in the section entitled “Risk Factors” beginning on page 17 of this prospectus.
SUMMARY
FINANCIAL DATA
The
following table summarizes the relevant financial data for our business and should be read with our financial statements, which
are included in this prospectus. We have not had any significant operations to date, so only balance sheet data are presented.
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|
|
September 30,
2020
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|
|
August 28,
2020
|
|
|
|
|
(Unaudited)
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|
|
(Audited)
|
|
|
Balance Sheet Data:
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|
|
|
|
|
|
|
Working capital (deficit)
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|
$
|
(147,075
|
)
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|
$
|
(56,000
|
)
|
|
Total assets
|
|
|
272,450
|
|
|
|
225,000
|
|
|
Total liabilities
|
|
|
248,450
|
|
|
|
201,000
|
|
|
Stockholders’ equity
|
|
|
24,000
|
|
|
|
24,000
|
|
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following
events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the
trading price of our securities could decline, and you could lose all or part of your investment. This prospectus also contains
forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated
in the forward-looking statements as a result of specific factors, including the risks described below.
We
are a newly formed blank check company in the early stage with no operating history and no revenues, and you have no basis on
which to evaluate our ability to achieve our business objective.
We
are a recently formed blank check company with no operating results, and we will not commence operations until obtaining funding
through this offering and consummating our initial business combination. Because we lack an operating history, you have no basis
upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or
more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning our initial
business combination and may be unable to complete our initial business combination. If we fail to complete our initial business
combination, we will never generate any operating revenues.
The
requirement that the target business or businesses that we acquire must collectively have a fair market value equal to at least
80% of the balance of the funds in the trust account (excluding any taxes payable) at the time of the execution of a definitive
agreement for our initial business combination may limit the type and number of companies with which we may complete such a business
combination.
Pursuant
to Nasdaq listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to
at least 80% of the balance of the funds in the trust account (excluding any taxes payable) at the time of the execution of a
definitive agreement for our initial business combination. This restriction may limit the type and number of companies that we
may complete a business combination with. If we are unable to locate a target business or businesses that satisfy this fair market
value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portion of the funds in the trust
account, which may be less than $10.00 per share.
Our
public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate
our initial business combination even though a majority of our public stockholders do not support such a combination.
If
a stockholder vote is not required, we may conduct redemptions via a tender offer. Accordingly, we may consummate our initial
business combination even if holders of a majority of our public shares do not approve the business combination.
Your
only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of
your right to redeem your shares from us for cash.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one
or more target businesses. Because our board of directors may consummate our initial business combination without seeking stockholder
approval, public stockholders may not have the right or opportunity to vote on the business combination. Accordingly, your only
opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption
rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our
public stockholders in which we describe our business combination.
The
ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential
business combination targets, which may make it difficult for us to enter into our initial business combination with a target.
We
may enter into a transaction agreement with a prospective target that requires as a closing condition that we have a minimum net
worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we may not be able to meet
such closing condition, and as a result, would not be able to proceed with the business combination. Furthermore, in no event
will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently,
if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such
greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the
related business combination and may instead search for an alternate business combination. Prospective targets would be aware
of these risks and, thus, may be reluctant to enter into our initial business combination transaction with us.
The
ability of a large number of our stockholders to exercise redemption rights may not allow us to consummate the most desirable
business combination or optimize our capital structure.
In
connection with the successful consummation of our business combination, we may redeem up to that number of shares of common stock
that would permit us to maintain net tangible assets of $5,000,001. If our business combination requires us to use substantially
all of our cash to pay the purchase price, the redemption threshold may be further limited. Alternatively, we may need to arrange
third party financing to help fund our business combination in case a larger percentage of stockholders exercise their redemption
rights than we expect. If the acquisition involves the issuance of our shares as consideration, we may be required to issue a
higher percentage of our shares to the target or its stockholders to make up for the failure to satisfy a minimum cash requirement.
Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than
desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.
The
requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that we cannot
consummate our business combination and that you would have to wait for liquidation in order to redeem your shares.
If,
pursuant to the terms of our proposed business combination, we are required to maintain a minimum net worth or retain a certain
amount of cash in trust in order to consummate the business combination and regardless of whether we proceed with redemptions
under the tender offer or proxy rules, the probability that we cannot consummate our business combination is increased. If we
do not consummate our business combination, you would not receive your pro rata portion of the trust account until we liquidate.
If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our
shares may trade at a discount to the pro rata amount in our trust account. In either situation, you may suffer a material loss
on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able
to sell your shares in the open market.
The
requirement that we complete our initial business combination within 24 months from the closing of this offering may give potential
target businesses leverage over us in negotiating our initial business combination.
Any
potential target business with which we enter into negotiations concerning our initial business combination will be aware that
we must consummate our initial business combination within 24 months from the closing of this offering. Consequently, such target
businesses may obtain leverage over us in negotiating our initial business combination, knowing that if we do not complete our
initial business combination with that particular target business, we may be unable to complete our initial business combination
with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have
limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected
upon a more comprehensive investigation.
We
may not be able to consummate our initial business combination within the required time period, in which case we would cease all
operations except for the purpose of winding up and we would redeem our public shares and liquidate.
Our
sponsor, officers and directors have agreed that we must complete our initial business combination within 24 months from the closing
of this offering. We may not be able to find a suitable target business and consummate our initial business combination within
such time period. If we are unable to consummate our initial business combination within the required time period, we will, as
promptly as reasonably possible but not more than ten business days thereafter (subject to our certificate of incorporation and
Delaware law), distribute the aggregate amount then on deposit in the trust account (net of taxes payable), pro rata to our public
stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described
herein. This redemption of public stockholders from the trust account shall be effected as required by function of our certificate
of incorporation and prior to any voluntary winding up.
If
we seek stockholder approval of our business combination, our sponsor, directors, officers, advisors and their affiliates may
elect to purchase shares from stockholders, in which case they may influence a vote in favor of a proposed business combination
that you do not support.
If
we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately
negotiated transactions either prior to or following the consummation of our initial business combination. Such purchases will
not be made if our sponsor, directors, officers, advisors or their affiliates are in possession of any material non-public information
that has not been disclosed to the selling stockholder. Such a purchase would include a contractual acknowledgement that such
stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not
to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares
in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such
selling stockholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18
would apply to purchases by our sponsor, directors, officers, advisors or their affiliates, then such purchases will comply with
Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions,
including with respect to timing, pricing and volume of purchases.
The
purpose of such purchases would be to (1) increase the likelihood of obtaining stockholder approval of the business combination
or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount
of cash at the closing of the business combination, where it appears that such requirement would otherwise not be met. This may
result in the consummation of an initial business combination that may not otherwise have been possible.
Purchases
of shares of common stock in the open market or in privately negotiated transactions by our sponsor, directors, officers, advisors
or their affiliates may make it difficult for us to maintain the listing of our shares on a national securities exchange following
the consummation of an initial business combination.
If
our sponsor, directors, officers, advisors or their affiliates purchase shares of common stock in the open market or in privately
negotiated transactions, the public “float” of our shares of common stock and the number of beneficial holders of
our securities would both be reduced, possibly making it difficult to maintain the listing or trading of our securities on a national
securities exchange following consummation of the business combination.
You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate
your investment, therefore, you may be forced to sell your public shares, potentially at a loss.
Our
public stockholders shall be entitled to receive funds from the trust account only in the event of a redemption to public stockholders
prior to any winding up in the event we do not consummate our initial business combination or our liquidation, if they redeem
their shares in connection with an initial business combination that we consummate or if we seek to amend our certificate of incorporation
to affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business
combination within 24 months of the closing of this offering. In no other circumstances will a stockholder have any right or interest
of any kind to the funds in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public
shares, potentially at a loss.
You
will not be entitled to protections normally afforded to investors of many other blank check companies.
Because
the net proceeds of this offering are intended to be used to complete our initial business combination with a target business
that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws.
However, because we will have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering and
will expect to file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from
rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not
be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable
and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover,
offerings subject to Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us. For
a more detailed comparison of our offering to offerings that comply with Rule 419, please see “Proposed Business —
Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”
If
we seek stockholder approval of our business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a “group” of stockholders are deemed to hold in excess of 20% of our shares of common stock, you will
lose the ability to redeem all such shares in excess of 20% of our shares of common stock.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our certificate of incorporation provides that a public stockholder, individually
or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a
“group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with
respect to more than an aggregate of 20% of the shares sold in this offering. Your inability to redeem more than an aggregate
of 20% of the shares sold in this offering will reduce your influence over our ability to consummate our initial business combination
and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. As a
result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, you would be required
to sell your shares in open market transaction, potentially at a loss.
If
the net proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least the
next 24 months, we may be unable to complete our initial business combination.
The
funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 24 months,
assuming that our initial business combination is not consummated during that time. Of the funds available to us, we could use
a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could
also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent
designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable
to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention
to do so. If we are unable to fund such down payments or “no shop” provisions, our ability to close a contemplated
transaction could be impaired. Furthermore, if we entered into a letter of intent where we paid for the right to receive exclusivity
from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise),
we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If
we are unable to complete our initial business combination, our public stockholders may only receive a pro rata portion of the
amount then in the trust account (which may be less than $10.00 per share) (whether or not the underwriters’ over-allotment
option is exercised in full) on our redemption, and our warrants will expire worthless.
Subsequent
to our consummation of our initial business combination, we may be required to take write-downs or write-offs, restructuring and
impairment or other charges.
Even
if we conduct thorough due diligence on a target business with which we combine, this diligence may not surface all material issues
that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary
amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a
result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment
or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even
though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges
of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature
may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held
by a target business or by virtue of our obtaining post-combination debt financing.
Our
directors may decide not to enforce indemnification obligations against our sponsor resulting in a reduction in the amount of
funds in the trust account available for distribution to our public stockholders.
In
the event that the proceeds in the trust account are reduced below $10.00 per share (whether or not the underwriters’ over-allotment
option is exercised in full) and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine on our behalf whether to take legal action
against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would
take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our
independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent
directors choose not to enforce these indemnification obligations on our behalf, the amount of funds in the trust account available
for distribution to our public stockholders may be reduced below $10.00 per share.
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including restrictions
on the nature of our investments and restrictions on the issuance of securities, each of which may make it difficult for us to
complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including registration
as an investment company, adoption of a specific form of corporate structure and reporting, record keeping, voting, proxy and
disclosure requirements and other rules and regulations.
If
we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require
additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and
results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments, in particular, the SEC. Compliance with,
and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and
their interpretation and application also may change from time to time and those changes could have a material adverse effect
on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations,
as interpreted and applied, could have a material adverse effect on our business and results of operations.
If
we are unable to consummate our initial business combination, our public stockholders may be forced to wait up to 24 months or
longer before redemption from our trust account.
If
we are unable to consummate our initial business combination within 24 months from the closing of this offering, we will, as promptly
as reasonably possible but not more than ten business days thereafter (subject to our certificate of incorporation and applicable
law), distribute the aggregate amount then on deposit in the trust account (net of taxes payable), pro rata to our public stockholders
by way of redemption and cease all operations except for the purposes of winding up of our affairs by way of a voluntary liquidation,
as further described herein. Any redemption of public stockholders from the trust account shall be effected as required by our
certificate of incorporation prior to our commencing any voluntary liquidation. Except as otherwise described herein, we have
no obligation to return funds to investors prior to the date of any redemption required as a result of our failure to consummate
our initial business combination within the period described above or our liquidation, unless we consummate our initial business
combination prior thereto and only then in cases where investors have sought to redeem their shares of common stock. Only upon
any such redemption of public shares as we are required to effect or any liquidation will public stockholders be entitled to distributions
if we are unable to complete our initial business combination.
The
grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination,
and the future exercise of such rights may adversely affect the market price of our shares of common stock.
Pursuant
to an agreement to be entered into on the date of this prospectus, our initial stockholders, our sponsor (and/or our sponsor’s
designees) and their permitted transferees can demand that we register the founder shares, the private warrants and the underlying
securities. We will bear the cost of registering these securities. The registration and availability of such a significant number
of securities for trading in the public market may have an adverse effect on the market price of our shares of common stock. In
addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.
This is because the stockholder of the target business may increase the equity stake they seek in the combined entity or ask for
more cash consideration to offset the negative impact on the market price of our shares of common stock that is expected when
the securities owned by our sponsor, holders of our private warrants or their respective permitted transferees are registered.
Because
we have not selected a particular business or specific geographic location or any specific target businesses with which to pursue
our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’
operations.
Although
we have a stated focus on certain target businesses in a specific geographic location as indicated elsewhere in this prospectus,
we may pursue acquisition opportunities in any geographic region. While we may pursue an acquisition opportunity in any business
industry or sector, we intend to initially focus on targets that are focused on technologies and products related to sustainable
plant-based food and nutrition. Except for the limitations that a target business have a fair market value of at least 80% of
the value of the trust account (excluding any taxes payable) and that we are not permitted to effectuate our initial business
combination with another blank check company or similar company with nominal operations, we will have virtually unrestricted flexibility
in identifying and selecting a prospective acquisition candidate. Because we have not yet identified or approached any specific
target business with respect to our initial business combination, there is no basis to evaluate the possible merits or risks of
any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.
To the extent we consummate our initial business combination, we may be affected by numerous risks inherent in the business operations
with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record
of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business,
we may not properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due
diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the
chances that those risks will adversely impact a target business. In addition, investors will be relying on the business judgment
of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value
of a particular target business. An investment in our units may not ultimately prove to be more favorable to investors than a
direct investment, if such opportunity were available, in an acquisition target.
We
may seek investment opportunities outside our management’s area of expertise and our management may not be able to adequately
ascertain or assess all significant risks associated with the target company.
There
is no limitation on the industry or business sector we may consider when contemplating our initial business combination. We may
therefore be presented with a business combination candidate in an industry unfamiliar to our management team, but determine that
such candidate offers an attractive investment opportunity for our company. In the event we elect to pursue an investment outside
of our management’s expertise, our management’s experience may not be directly applicable to the target business or
their evaluation of its operations.
Although
we identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the
target business with which we enter into our initial business combination may not have attributes entirely consistent with our
general criteria and guidelines.
Although
we have identified specific criteria and guidelines for evaluating prospective target businesses, it is possible that a target
business with which we enter into our initial business combination will not have all of these positive attributes. If we consummate
our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be
as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce
our initial business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders
may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business
that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction
is required by law or Nasdaq, or we decide to obtain stockholder approval for business or other legal reasons, it may be more
difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general
criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may only receive
$10.00 per share or even less (whether or not the underwriters’ over-allotment option is exercised in full) on our redemption,
and our warrants will expire worthless.
Management’s
flexibility in identifying and selecting a prospective acquisition candidate, along with our management’s financial interest
in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the
best interest of our stockholders.
Subject
to the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate
fair market value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement
to enter into such initial business combination, we will have virtually unrestricted flexibility in identifying and selecting
a prospective acquisition candidate. Investors will be relying on management’s ability to identify business combinations,
evaluate their merits, conduct or monitor diligence and conduct negotiations. Management’s flexibility in identifying and
selecting a prospective acquisition candidate, along with management’s financial interest in consummating our initial business
combination, may lead management to enter into an acquisition agreement that is not in the best interest of our stockholders,
which would be the case if the trading price of our shares of common stock after giving effect to such business combination was
less than the per-share trust liquidation value that our stockholders would have received if we had dissolved without consummating
our initial business combination.
We
are not required to obtain an opinion from an independent investment banking firm, and consequently, an independent source may
not confirm that the price we are paying for the business is fair to our stockholders from a financial point of view.
Unless
we consummate our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent
investment banking firm that the price we are paying is fair to our stockholders from a financial point of view. If no opinion
is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value
based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents
or proxy solicitation materials, as applicable, related to our initial business combination.
Resources
could be wasted in researching acquisitions that are not consummated.
We
anticipate that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point
for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target
business, we may fail to consummate our initial business combination for any number of reasons including those beyond our control.
Any such event will result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public
stockholders may only receive $10.00 per share or even less (whether or not the underwriters’ over-allotment option is exercised
in full) on our redemption, and our warrants will expire worthless.
Our
ability to successfully effect our initial business combination and to be successful thereafter will be largely dependent upon
the efforts of our officers, directors and key personnel, some of whom may join us following our initial business combination.
Our
operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe
that our success depends on the continued service of our officers and directors, at least until we have consummated our initial
business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs
and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying
potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man
insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors
or officers could have a detrimental effect on us.
The
role of such persons in the target business, however, cannot presently be ascertained. Although some of such persons may remain
with the target business in senior management or advisory positions following our initial business combination, it is likely that
some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals
we engage after our initial business combination, our assessment of these individuals may not prove to be correct. These individuals
may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time
and resources helping them become familiar with such requirements.
Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business
combination. These agreements may provide for them to receive compensation following our initial business combination and as a
result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
Our
key personnel may be able to remain with us after the consummation of our initial business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place
simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation
in the form of cash payments and/or our securities for services they would render to us after the consummation of the business
combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting
a target business. However, we believe the ability of such individuals to remain with us after the consummation of our initial
business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential
business combination. There is no certainty, however, that any of our key personnel will remain with us after the consummation
of our initial business combination. Our key personnel may not remain in senior management or advisory positions with us. The
determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may effectuate our initial
business combination with a target business whose management may not have the skills, qualifications or abilities to manage a
public company.
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess
the target business’ management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary
to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.
The
officers and directors of an acquisition candidate may resign upon consummation of our initial business combination. The loss
of an acquisition target’s key personnel could negatively impact the operations and profitability of our post-combination
business.
The
role of an acquisition candidate’s key personnel upon the consummation of our initial business combination cannot be ascertained
at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated
with the acquisition candidate following our initial business combination, it is possible that some members of the management
team of an acquisition candidate will not wish to remain in place.
Certain
of our officers and directors are affiliated with entities engaged in business activities similar to those intended to be conducted
by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business
opportunity should be presented.
Following
the completion of this offering and until we consummate our business combination, we intend to engage in the business of identifying
and combining with one or more businesses. Certain of our officers and directors are affiliated with entities that are engaged
in a similar business, and we do not have employment contracts with our officers and directors that will limit their ability to
work at other businesses.
Our
officers may become aware of business opportunities which may be appropriate for presentation to us and the other entities to
which they owe certain fiduciary duties. Accordingly, they may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. If of our officers or directors becomes aware of a business combination opportunity
which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or
she will honor these obligations and duties to present such business combination opportunity to such entities first, and only
present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. Our amended
and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any
director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise
be reasonable for us to pursue.
Any
conflict of interest may not be resolved in our favor and potential target businesses may be presented to another entity prior
to its presentation to us. For additional information concerning the potential conflicts of interest, please see “Management
– Conflicts of Interests” and “Certain Transactions – Related Party Policy.”
Certain
shares beneficially owned by our officers and directors will not participate in liquidation distributions and, therefore, our
officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for
our initial business combination.
Our
officers and directors have waived their right to redeem any shares in connection with our initial business combination, or to
receive distributions with respect to their founder shares upon our liquidation if we are unable to consummate our initial business
combination. Accordingly, these securities will be worthless if we do not consummate our initial business combination. Any warrants
they hold, like those held by the public, will also be worthless if we do not consummate an initial business combination. The
personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting
a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in
identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms,
conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest.
We
may engage in our initial business combination with one or more target businesses that have relationships with entities that may
be affiliated with our officers, directors or existing holders, which may raise potential conflicts of interest.
We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct
or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which
we are a party or have an interest. In light of the involvement of our sponsor, officers and directors with other entities, we
may decide to acquire one or more businesses affiliated with our sponsor, officers and directors. Our directors also serve as
officers and board members for other entities. Our sponsor, officers and directors are not currently aware of any specific opportunities
for us to consummate our initial business combination with any entities with which they are affiliated, and there have been no
preliminary discussions concerning a business combination with any entity or entities. Although we will not be specifically focusing
on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such
affiliated entity met our criteria for our initial business combination as set forth in “Proposed Business — Our Investment
Criteria” and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain
an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions
on the type of target business we seek to acquire, regarding the fairness to our stockholders from a financial point of view of
a business combination with one or more domestic or international businesses affiliated with our officers, directors or existing
holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as
advantageous to our public stockholders as they would be absent any conflicts of interest. Our directors have a fiduciary duty
to act in the best interests of our stockholders, whether or not a conflict of interest may exist.
Because
our sponsor will lose its entire initial investment in us if our initial business combination is not consummated and our officers
and directors have significant financial interests in us, a conflict of interest may arise in determining whether a particular
acquisition target is appropriate for our initial business combination.
In
August 2020, Mr. Paresh Patel and Mr. Sebastiano Cossia Castiglioni and/or their respective affiliates purchased 7,187,500 shares
for an aggregate purchase price of $25,000, which we refer to herein as “founder shares” or “insider shares.”
The founder shares include an aggregate of up to 937,500 shares that are subject to forfeiture to the extent that the underwriters’
over-allotment option is not exercised in full or in part. The founder shares will be worthless if we do not consummate an initial
business combination. In addition, our sponsor has committed to purchase from us an aggregate of 7,200,000 (or 7,950,000 if the
over-allotment option is exercised in full) private warrants at $1.00 per private warrant for a total purchase price of $7,200,000
(or $7,950,000 if the over-allotment option is exercised in full). The aggregate purchase price of $7,200,000 (or $7,950,000 if
the over-allotment option is exercised in full) for the private warrants will also be worthless if we do not consummate our initial
business combination.
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete our initial business combination, which
may adversely affect our financial condition and thus negatively impact the value of our stockholders’ investment in us.
Although
we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding
debt, we may choose to incur substantial debt to complete our initial business combination. If we incur any indebtedness without
a waiver from the lender of any right, title, interest or claim of any kind in or to any monies held in the trust account, the
incurrence of debt could have a variety of negative effects, including:
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default and foreclosure
on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;
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acceleration of
our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain
covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment
of all principal and accrued interest, if any, if the debt security is payable on demand;
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our inability to
obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing
while the debt security is outstanding;
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our inability to
pay dividends on our shares of common stock;
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using a substantial
portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on
our shares of common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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limitations on our
flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability
to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
and
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limitations on our
ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution
of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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We
may only be able to complete one business combination with the proceeds of this offering, which will cause us to be solely dependent
on a single business, which may have a limited number of products or services. This lack of diversification may negatively impact
our operations and profitability.
The
net proceeds from this offering together with the funds we will receive from the sale of the private warrants (excluding $1,500,000
of net proceeds that will not be held in the trust account (regardless of whether the underwriters’ over-allotment option
is exercised in full)) will provide us with approximately $250,000,000 (or approximately $287,500,000 if the underwriters’
over-allotment option is exercised in full) that we may use to complete our initial business combination.
We
may effectuate our initial business combination with a single target business or multiple target businesses simultaneously. However,
we may not be able to effectuate our initial business combination with more than one target business because of various factors,
including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements
with the SEC that present operating results and the financial condition of several target businesses as if they had been operated
on a combined basis. By consummating our initial business combination with only a single entity, our lack of diversification may
subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses, unlike other entities, which may have the resources to
complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects
for our success may be solely dependent upon the performance of a single business, property or asset, or dependent upon the development
or market acceptance of a single or limited number of products or services. This lack of diversification may subject us to numerous
economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular
industry in which we may operate subsequent to our initial business combination.
We
may attempt to simultaneously consummate business combinations with multiple prospective targets, which may hinder our ability
to consummate our initial business combination and give rise to increased costs and risks that could negatively impact our operations
and profitability.
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which
may make it more difficult for us, and delay our ability, to complete the initial business combination. With multiple business
combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations
and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation
of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately
address these risks, it could negatively impact our profitability and results of operations.
We
may attempt to consummate our initial business combination with a private company about which little information is available.
In
pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. By
definition, very little public information exists about private companies, and we could be required to make our decision on whether
to pursue a potential initial business combination on the basis of limited information, which may result in our initial business
combination with a company that is not as profitable as we suspected, if at all.
We
may not be able to maintain control of a target business after our initial business combination.
We
may structure our initial business combination to acquire less than 100% of the equity interests or assets of a target business,
but we will only consummate such business combination if we will become the majority stockholder of the target (or control the
target through contractual arrangements in limited circumstances for regulatory compliance purposes) or are otherwise not required
to register as an investment company under the Investment Company Act or to the extent permitted by law we may acquire interests
in a variable interest entity, in which we may have less than a majority of the voting rights in such entity, but in which we
are the primary beneficiary. Even though we may own a majority interest in the target, our stockholders prior to the business
combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed
to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial
number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately
prior to such transaction could own less than a majority of our outstanding shares subsequent to such transaction. In addition,
other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share
of the company’s stock than we initially acquired. Accordingly, this may make it more likely that we will not be able to
maintain our control of the target business.
Holders
of warrants will not participate in liquidating distributions if we are unable to complete an initial business combination within
the required time period.
If
we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the
trust account, the warrants will expire and holders will not receive any of such proceeds with respect to the warrants. The foregoing
may provide a financial incentive to public stockholders to vote in favor of any proposed initial business combination as each
of their warrants would entitle the holder to receive or purchase additional shares of common stock, resulting in an increase
in their overall economic stake in us. If a business combination is not approved, the warrants will expire and will be worthless.
If
we do not maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of the warrants,
public holders will only be able to exercise such warrants on a “cashless basis” which would result in a fewer number
of shares being issued to the holder had such holder exercised the warrants for cash.
If
we do not maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of the public
warrants at the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless
basis” provided that an exemption from registration is available. As a result, the number of shares of common stock that
a holder will receive upon exercise of its public warrants will be fewer than it would have been had such holder exercised its
warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise their warrants
on a cashless basis and would only be able to exercise their warrants for cash if a current and effective prospectus relating
to the shares of common stock issuable upon exercise of the warrants is available. Under the terms of the warrant agreement, we
have agreed to use our best efforts to meet these conditions and to maintain a current and effective prospectus relating to the
shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure
you that we will be able to do so. If we are unable to do so, the potential “upside” of the holder’s investment
in us may be reduced or the warrants may expire worthless. Notwithstanding the foregoing, the private warrants may be exercisable
for unregistered shares of common stock for cash even if the prospectus relating to the shares of common stock issuable upon exercise
of the warrants is not current and effective.
An
investor will only be able to exercise a warrant for cash if the issuance of common stock upon such exercise has been registered
or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.
No
public warrants will be exercisable for cash and we will not be obligated to issue shares of common stock unless the shares of
common stock issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of
the state of residence of the holder of the warrants. At the time that the warrants become exercisable, we expect to continue
to be listed on a national securities exchange, which would provide an exemption from registration in every state. However, we
cannot assure you of this fact. If the common shares issuable upon exercise of the warrants are not qualified or exempt from qualification
in the jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the market for the
warrants may be limited and they may expire worthless if they cannot be sold.
Our
management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders
to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to
exercise their warrants for cash.
If
we call our public warrants for redemption after the redemption criteria described elsewhere in this prospectus have been satisfied,
our management will have the option to require any holder that wishes to exercise his warrant (including any warrants held by
our sponsor and/or its permitted transferees) to do so on a “cashless basis.” If our management chooses to require
holders to exercise their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise
will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the
potential “upside” of the holder’s investment in our company.
We
may amend the terms of the warrants in a way that may be adverse to holders with the approval by the holders of a majority of
the then outstanding warrants.
Our
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as
warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any
holder to cure any ambiguity or correct any defective provision. The warrant agreement requires the approval by the holders of
a majority of the then outstanding warrants (including the private warrants) in order to make any change that adversely affects
the interests of the registered holders.
We
have no obligation to net cash settle the warrants.
In
no event will we have any obligation to net cash settle the warrants. Accordingly, the warrants may expire worthless.
The
ability of our public stockholders to exercise their redemption rights may not allow us to effectuate the most desirable business
combination or optimize our capital structure.
If
our initial business combination requires us to use substantially all of our cash to pay the purchase price, because we will not
know how many public stockholders may exercise redemption rights, we may either need to reserve part of the trust account for
possible payment upon such redemption, or we may need to arrange third party financing to help fund our initial business combination.
In the event that the acquisition involves the issuance of our stock as consideration, we may be required to issue a higher percentage
of our stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity
financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive
business combination available to us.
In
connection with any stockholder meeting held to approve an initial business combination, we will offer each public stockholder
the option to vote in favor of the proposed business combination and still seek redemption of his, her or its shares.
In
connection with any stockholder meeting held to approve an initial business combination, we will offer each public stockholder
(but not our initial stockholders, officers or directors) the right to have his, her or its shares of common stock redeemed for
cash (subject to the limitations described elsewhere in this prospectus) regardless of whether such stockholder votes for or against
such proposed business combination; provided that a stockholder must in fact vote for or against a proposed business combination
in order to have his, her or its shares of common stock redeemed for cash. If a stockholder fails to vote for or against a proposed
business combination, that stockholder would not be able to have his shares of common stock so redeemed. We will consummate our
initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and a majority
of the outstanding shares of common stock voted are voted in favor of the business combination. This is different than other similarly
structured blank check companies where stockholders are offered the right to redeem their shares only when they vote against a
proposed business combination. This threshold and the ability to seek redemption while voting in favor of a proposed business
combination may make it more likely that we will consummate our initial business combination.
A
public stockholder who fails to vote either in favor of or against a proposed business combination will not be able to have his
shares redeemed for cash.
In
order for a public stockholder to have his shares redeemed for cash in connection with any proposed business combination, that
public stockholder must vote either in favor of or against a proposed business combination. If a public stockholder fails to vote
in favor of or against a proposed business combination, whether that stockholder abstains from the vote or simply does not vote,
that stockholder would not be able to have his shares of common stock so redeemed to cash in connection with such business combination.
We
will require public stockholders who wish to redeem their shares of common stock in connection with a proposed business combination
or amendment to our certificate of incorporation to effect the substance or timing of their redemption obligation if we fail to
timely complete a business combination to comply with specific requirements for redemption that may make it more difficult for
them to exercise their redemption rights prior to the deadline for exercising their rights.
We
will require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in “street name,” to either tender their certificates to our transfer agent prior to the expiration date set
forth in the tender offer documents mailed to such holders, or in the event we distribute proxy materials, up to two business
days prior to the vote on the proposal to approve the business combination or amendment to our certificate of incorporation to
affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business
combination, or to deliver their shares to the transfer agent electronically using the DWAC System, at the holder’s option.
In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, Depository Trust Company
(“DTC”) and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not
have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical
stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, this may not
be the case. Under our certificate of incorporation, we are required to provide at least 10 days advance notice of any stockholder
meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights.
Accordingly, depending on how long it takes for stockholders to deliver their shares, stockholders who wish to redeem may be unable
to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares.
Redeeming
stockholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not
approved.
We
will require public stockholders who wish to redeem their shares of common stock in connection with any proposed business combination
to comply with the delivery requirements discussed above for redemption. If such proposed business combination is not consummated,
we will promptly return such certificates to the tendering public stockholders. Accordingly, investors who attempted to redeem
their shares in such a circumstance will be unable to sell their securities after the failed acquisition until we have returned
their securities to them. The market price for our shares of common stock may decline during this time and you may not be able
to sell your securities when you wish, even while other stockholders that did not seek redemption may be able to sell their securities.
Because
of our structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business
combination.
We
expect to encounter intense competition from entities other than blank check companies having a business objective similar to
ours, including venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these
entities are well established and have extensive experience in identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial resources
will be relatively limited when contrasted with those of many of these competitors. Therefore, our ability to compete in acquiring
certain sizable target businesses may be limited by our available financial resources. This inherent competitive limitation gives
others an advantage in pursuing the acquisition of certain target businesses. Furthermore, seeking stockholder approval of our
initial business combination may delay the consummation of a transaction. Additionally, our warrants, and the future dilution
they represent (entitling the holders to receive shares of common stock on consummation of our initial business combination),
may not be viewed favorably by certain target businesses. Any of the foregoing may place us at a competitive disadvantage in successfully
negotiating our initial business combination.
Our
certificate of incorporation contains provisions that prohibit our engaging in business combinations with interested stockholders
in certain circumstances.
We
have opted out of Section 203 of the Delaware General Corporation Law (the “DGCL”). However, our amended and restated
certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations”
with any “interested stockholder” for a three-year period following the time that the stockholder became an interested
stockholder, unless
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prior
to such time, our board of directors approved either the business combination or the
transaction which resulted in the stockholder becoming an interested stockholder;
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upon
consummation of the transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of our voting stock outstanding
at the time the transaction commenced, excluding certain shares; or
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at
or subsequent to that time, the business combination is approved by our board of directors
and by the affirmative vote of holders of at least 66⅔% of the outstanding voting
stock that is not owned by the interested stockholder.
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Generally,
a “business combination” includes a merger, asset or stock sale or certain other transactions with the interested
stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s
affiliates and associates, owns, or within the previous three years owned, 20% or more of our voting stock.
Under
certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder”
to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested
in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would
be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder
becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors
and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Our
amended and restated certificate of incorporation provides that our sponsor and its respective affiliates, any of their respective
direct or indirect transferees of at least 20% of our outstanding common stock and any group as to which such persons are party
to, do not constitute “interested stockholders” for purposes of this provision.
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth
of a target business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete
our initial business combination, our public stockholders may only receive $10.00 per share or even less (whether or not the underwriters’
over-allotment option is exercised in full) on our redemption, and the warrants will expire worthless.
Although
we believe that the net proceeds of this offering will be sufficient to allow us to consummate our initial business combination,
because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular
transaction or our costs to operate or locate a transaction. If the net proceeds of this offering prove to be insufficient, either
because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business,
the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with
our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business
combination, we may be required to seek additional financing or to abandon the proposed business combination. Financing may not
be available on acceptable terms, if at all. The current economic environment has made it especially difficult for companies to
obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to consummate our initial
business combination, we would be compelled to either restructure the transaction or abandon that particular initial business
combination and seek an alternative target business candidate. If we are unable to complete our initial business combination,
our public stockholders may only receive $10.00 per share or even less (whether or not the underwriters’ over-allotment
option is exercised in full) on our redemption, and the warrants will expire worthless. In addition, even if we do not need additional
financing to consummate our initial business combination, we may require such financing to fund the operations or growth of the
target business. The failure to secure additional financing could have a material adverse effect on the continued development
or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in
connection with or after our initial business combination.
Our
sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote,
potentially in a manner that you do not support.
We
have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our
sponsor. Further, upon closing of this offering, our sponsor will own 20% of our issued and outstanding shares of common stock
(assuming our sponsor does not purchase any units in this offering). Accordingly, they may exert a substantial influence on actions
requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our certificate of incorporation.
If our sponsor purchases any units in this offering or if we or our sponsor purchase any additional shares of common stock in
the aftermarket or in privately negotiated transactions, this would increase their control. Neither our sponsor nor, to our knowledge,
any of our officers or directors, has any current intention to purchase additional securities. Factors that would be considered
in making such additional purchases would include consideration of the current trading price of our shares of common stock.
Our
initial stockholders paid an aggregate of $25,000, or approximately $0.004 per founder share and, accordingly, you will experience
immediate and substantial dilution from the purchase of our shares of common stock.
The
difference between the public offering price per share (allocating all of the unit purchase price to the shares of common stock
included in the unit and none to the warrants included in the unit) and the pro forma net tangible book value per share after
this offering constitutes the dilution to you and the other investors in this offering. Our initial stockholders acquired the
founder shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, you and the other
public stockholders will incur an immediate and substantial dilution of approximately 93.3% or $9.33 per share (the difference
between the pro forma net tangible book value per share of $0.67 and the initial offering price of $10.00 per share immediately
upon the closing of this offering), or approximately 94.1% dilution or $9.41 per share (the difference between the pro forma net
tangible book value per share of $0.59 and the initial offering price of $10.00 per share) if the over-allotment is fully exercised.
The
determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities
and size of an offering of an operating company in a particular industry.
Prior
to this offering there has been no public market for any of our securities. The public offering price of the units and the terms
of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary
organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to
the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors
considered in determining the size of this offering, prices and terms of the units, including the shares of common stock and warrants
underlying the units, include:
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the
history and prospects of companies whose principal business is the acquisition of other
companies;
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prior
offerings of those companies;
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our
prospects for acquiring an operating business at attractive values;
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a
review of debt to equity ratios in leveraged transactions;
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an
assessment of our management and their experience in identifying operating companies;
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general
conditions of the securities markets at the time of this offering; and
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other
factors as were deemed relevant.
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Although
these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an
operating company in a particular industry since we have no historical operations or financial results.
There
is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity
and price of our securities.
As
of the date of this prospectus there is currently no market for our securities. Prospective stockholders therefore have no access
to information about prior market history on which to base their investment decision. Following this offering, the price of our
securities may vary significantly due to one or more potential business combinations and general market or economic conditions.
Once listed on Nasdaq, an active trading market for our securities may never develop or, if developed, it may not be sustained.
Additionally, if our securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer
automated quotation system for equity securities not listed on a national exchange, the liquidity and price of our securities
may be more limited than if we were listed on Nasdaq or another national exchange. You may be unable to sell your securities unless
a market can be established and sustained.
Once
initially listed on Nasdaq, our securities may not continue to be listed on Nasdaq in the future, which could limit investors’
ability to make transactions in our securities and subject us to additional trading restrictions.
We
anticipate that our securities will be initially listed on Nasdaq upon consummation of this offering. However, we cannot assure
you of this or that our securities will continue to be listed on Nasdaq in the future. Additionally, in connection with our business
combination, Nasdaq may require us to file a new initial listing application and meet its initial listing requirements as opposed
to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements
at that time. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences,
including:
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a limited availability
of market quotations for our securities;
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a reduced liquidity
with respect to our securities;
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a determination
that our shares of common stock are a “penny stock” which will require brokers trading in our shares of common
stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading
market for our shares of common stock;
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a limited amount
of news and analyst coverage for our company; and
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a decreased ability
to issue additional securities or obtain additional financing in the future.
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Because
we must furnish our stockholders with target business financial statements prepared in accordance with U.S. generally accepted
accounting principles or international financial reporting standards, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.
The
federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial
significance tests include historical and/or pro forma financial statement disclosure. These financial statements may be required
to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America
(“GAAP”), or international financial reporting standards (“IFRS”) as issued by the International Accounting
Standards Board, depending on the circumstances and the historical financial statements may be required to be audited in accordance
with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). We will include substantially
the same financial statement disclosure in connection with any tender offer documents we use, whether or not they are required
under the tender offer rules. These financial statement requirements may limit the pool of potential target businesses we may
consummate our initial business combination with because some targets may be unable to provide such statements in time for us
to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed
time frame.
Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be
materially adversely affected by the recent coronavirus (“COVID-19”) outbreak and the status of debt and equity markets.
The
COVID-19 outbreak has resulted in a widespread health crisis that has adversely affected the economies and financial markets
worldwide, and the business of any potential target business with which we consummate a business combination may have been materially
and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue
to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, or vendors
and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts
our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the treatment of COVID-19 and the actions to contain COVID-19, among
others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time,
our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a
business combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent
on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result
of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable
to us or at all.
Compliance
obligations under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) may make it more difficult for us to effectuate
our initial business combination, require substantial financial and management resources, and increase the time and costs of completing
an acquisition.
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual
Report on Form 10-K for the year ending December 31, 2021. The fact that we are a blank check company makes compliance with the
requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to all public companies because a target company
with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of its internal controls. The development of the internal controls of any such entity to achieve compliance
with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
We
are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging
growth companies will make our securities less attractive to investors.
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).
We will remain an “emerging growth company” for up to five years. However, if our non-convertible debt issued within
a three-year period or revenues exceeds $1.07 billion, or the market value of our shares of common stock that are held by non-affiliates
exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth
company as of the following fiscal year. As an emerging growth company, we are not required to comply with the auditor attestation
requirements of section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and we are exempt from the requirements of holding a nonbinding advisory vote on
executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an
emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private companies. As such, our financial statements may
not be comparable to companies that comply with public company effective dates. We cannot predict if investors will find our shares
less attractive because we may rely on these provisions. If some investors find our shares less attractive as a result, there
may be a less active trading market for our shares and our share price may be more volatile.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We
have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has
different application dates for public or private companies, we, as an emerging growth company, will not adopt the new or revised
standard until the time private companies are required to adopt the new or revised standard. This may make comparison of our financial
statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted
out of using the extended transition period difficult or impossible because of the potential differences in accountant standards
used.
Our
amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware (the “Court
of Chancery”) as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our
stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with our company
or our company’s directors, officers or other employees.
Our
amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative
forum, the Court of Chancery shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative
action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any
director, officer, employee or agent of our company to our company or our stockholders, or any claim for aiding and abetting any
such alleged breach, (3) action asserting a claim against our company or any director or officer of our company arising pursuant
to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting a
claim against us or any director or officer of our company governed by the internal affairs doctrine except for, as to each of
(1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject
to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the
Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court
or forum other than the Court of Chancery, or (c) arising under the federal securities laws, including the Securities Act, as
to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and
exclusive forums. Notwithstanding the foregoing, the inclusion of such provision in our amended and restated certificate of incorporation
will not be deemed to be a waiver by our stockholders of our obligation to comply with federal securities laws, rules and regulations,
and the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange
Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum.
Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have
notice of and to have consented to the forum provisions in our amended and restated certificate of incorporation. If any action
the subject matter of which is within the scope the forum provisions is filed in a court other than a court located within the
State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any
action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign
action as agent for such stockholder.
This
choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable
for disputes with our company or its directors, officers or other employees, which may discourage such lawsuits. Alternatively,
if a court were to find this provision of our amended and restated certificate of incorporation inapplicable or unenforceable
with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results
of operations and result in a diversion of the time and resources of our management and board of directors.
Risks
Associated with Acquiring and Operating a Business outside of the United States
We
may effect our initial business combination with a company located outside of the United States.
If
we effect our initial business combination with a company located outside of the United States, we would be subject to any special
considerations or risks associated with companies operating in the target business’ home jurisdiction, including any of
the following:
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rules
and regulations or currency redemption or corporate withholding taxes on individuals;
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laws
governing the manner in which future business combinations may be effected;
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exchange
listing and/or delisting requirements;
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tariffs
and trade barriers;
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regulations
related to customs and import/export matters;
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tax
issues, such as tax law changes and variations in tax laws as compared to the United
States;
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currency
fluctuations and exchange controls;
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challenges
in collecting accounts receivable;
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cultural
and language differences;
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employment
regulations;
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changes
in local regulations as part of a response to the COVID-19 coronavirus outbreak
or the outbreak of other infectious diseases;
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crime,
strikes, riots, civil disturbances, terrorist attacks and wars; and
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deterioration
of political relations with the United States. We may not be able to adequately address
these additional risks. If we were unable to do so, our operations might suffer.
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There
are costs and difficulties inherent in managing cross-border business operations.
Managing
a business, operations, personnel or assets in another country is challenging and costly. Any management that we may have (whether
based abroad or in the United States) may be inexperienced in cross-border business practices and unaware of significant differences
in accounting rules, legal regimes and labor practices. Even with a seasoned and experienced management team, the costs and difficulties
inherent in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely
domestic business) and may negatively impact our financial and operational performance.
Social
unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, or policy changes or enactments
may occur in a country in which we may operate after we effect our initial business combination.
Political
events in another country may significantly affect our business, assets or operations. Social unrest, acts of terrorism, regime
changes, changes in laws and regulations, political upheaval, and policy changes or enactments could negatively impact our business
in a particular country.
Many
countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject
to corruption and inexperience.
Our
ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to
defend ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could
adversely impact our operations, assets or financial condition.
Rules
and regulations in many countries are often ambiguous or open to differing interpretation by responsible individuals and agencies
at the municipal, state, regional and federal levels. The attitudes and actions of such individuals and agencies are often difficult
to predict and inconsistent.
Delay
with respect to the enforcement of particular rules and regulations, including those relating to customs, tax, environmental and
labor, could cause serious disruption to operations abroad and negatively impact our results.
If
relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods
and services to become less attractive.
The
relationship between the United States and foreign governments could be subject to sudden fluctuation and periodic tension. For
instance, the United States may announce its intention to impose quotas on certain imports. Such import quotas may adversely affect
political relations between the two countries and result in retaliatory countermeasures by the foreign government in industries
that may affect our ultimate target business. Changes in political conditions in foreign countries and changes in the state of
U.S. relations with such countries are difficult to predict and could adversely affect our operations or cause potential target
businesses or their goods and services to become less attractive. Because we are not limited to any specific industry, there is
no basis for investors in this offering to evaluate the possible extent of any impact on our ultimate operations if relations
are strained between the United States and a foreign country in which we acquire a target business or move our principal manufacturing
or service operations.
If
our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend
time and resources becoming familiar with such laws.
Following
our initial business combination, our management may resign from their positions as officers or directors of the company and the
management of the target business at the time of the business combination will remain in place. Management of the target business
may not be familiar with United States’ securities laws. If new management is unfamiliar with our laws, they may have to
expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various
regulatory issues, which may adversely affect our operations.
Currency
policies may cause a target business’ ability to succeed in the international markets to be diminished.
In
the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar
equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.
The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and
economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness
of any target business or, following consummation of our initial business combination, our financial condition and results of
operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business
combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able
to consummate such transaction.
Because
foreign law could govern our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere.
Foreign
law could govern our material agreements. The target business may not be able to enforce any of its material agreements or enforce
remedies outside of such foreign jurisdiction’s legal system. The system of laws and the enforcement of existing laws and
contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The judiciaries
in certain foreign countries may be relatively inexperienced in enforcing corporate and commercial law, leading to a higher than
usual degree of uncertainty as to the outcome of any litigation, any such jurisdictions may not favor outsiders or could be corrupt.
As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss
of business and business opportunities.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements contained in this prospectus, which reflect our current views with respect to future events and financial performance,
and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purpose
of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our
management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that
refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
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our ability to complete
our initial business combination;
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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, as a result of which they would then receive expense reimbursements;
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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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the ability of our
officers and directors to generate a number of potential investment opportunities;
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the delisting of
our securities from Nasdaq or an inability to have our securities listed on Nasdaq following a business combination;
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our public securities’
potential liquidity and trading;
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our
ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic
or the outbreak of other infectious diseases;
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the lack of a market
for our securities; or
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our financial performance
following this offering.
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The
forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments
and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”
beginning on page 17. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.
These statements are based upon information available to us as of the date of this prospectus, and while we believe such information
forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be
read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements as predictions
of future results.
You
should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration
statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially
different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
USE
OF PROCEEDS
We
are offering 25,000,000 units at a price of $10.00 per unit. We estimate that the net proceeds of this offering, together with
the funds we receive from the sale of the private warrants (all of which will be deposited into the trust account), will be used
as set forth in the following table:
|
|
|
Without
Over-Allotment
Option
|
|
|
Over-Allotment
Option
Exercised
|
|
|
Gross
proceeds
|
|
|
|
|
|
|
|
|
|
From
offering
|
|
$
|
250,000,000
|
|
|
$
|
287,500,000
|
|
|
From
sale of private warrants
|
|
|
7,200,000
|
|
|
|
7,950,000
|
|
|
Total
gross proceeds
|
|
$
|
257,200,000
|
|
|
$
|
295,450,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering
expenses(1)
|
|
|
|
|
|
|
|
|
|
Non-contingent
underwriting discounts and commissions (2.0% of gross proceeds from offering, which excludes the deferred underwriting discounts
and commissions of up to 3.5% of gross proceeds from offering)
|
|
$
|
5,000,000
|
|
|
$
|
5,750,000
|
|
|
Initial
Trustees’ fee
|
|
|
6,500
|
|
|
|
6,500
|
|
|
Legal
fees and expenses
|
|
|
225,000
|
|
|
|
225,000
|
|
|
Nasdaq
listing fee
|
|
|
75,000
|
|
|
|
75,000
|
|
|
Printing
and engraving expenses
|
|
|
30,000
|
|
|
|
30,000
|
|
|
Accounting
fees and expenses
|
|
|
40,000
|
|
|
|
40,000
|
|
|
SEC
registration fee
|
|
|
31,367
|
|
|
|
31,367
|
|
|
D&O
insurance
|
|
|
125,000
|
|
|
|
125,000
|
|
|
FINRA
registration fee
|
|
|
43,625
|
|
|
|
43,625
|
|
|
Miscellaneous
expenses
|
|
|
123,508
|
|
|
|
123,508
|
|
|
Total
offering expenses
|
|
$
|
5,700,000
|
|
|
$
|
6,450,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
proceeds
|
|
|
|
|
|
|
|
|
|
Held
in trust
|
|
$
|
250,000,000
|
(2)
|
|
$
|
287,500,000
|
(2)
|
|
Not
held in trust
|
|
|
1,500,000
|
|
|
|
1,500,000
|
|
|
Total
net proceeds
|
|
$
|
251,500,000
|
|
|
$
|
289,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Use
of net proceeds not held in the trust account(3)
|
|
|
|
|
|
|
|
|
|
Legal,
accounting and due diligence expenses in connection with the initial business combination
|
|
$
|
200,000
|
|
|
|
13.3
|
%
|
|
Nasdaq
continued listing fees
|
|
|
75,000
|
|
|
|
5.0
|
%
|
|
Legal
and accounting fees relating to SEC reporting obligations
|
|
|
75,000
|
|
|
|
5.0
|
%
|
|
Consulting,
travel and miscellaneous expenses incurred during search for initial business combination
|
|
|
150,000
|
|
|
|
10.0
|
%
|
|
Payment
of administrative fee to Natural Order Sponsor LLC ($10,000 per month for up to 24 months), subject to deferral as described
herein
|
|
|
240,000
|
|
|
|
16.0
|
%
|
|
Working
capital and reserves (including finders’ fees, consulting fees or other similar compensation, D&O insurance, potential
deposits, down payments or funding of a “no-shop” provision in connection with a particular business combination
and liquidation obligations and reserves, if any)
|
|
|
760,000
|
|
|
|
50.7
|
%
|
|
Total
|
|
$
|
1,500,000
|
|
|
|
100.0
|
%
|
|
|
(1)
|
A
portion of the offering expenses, including the SEC registration fee, the Financial Industry Regulatory Authority (“FINRA”)
filing fee, the non-refundable portion of the Nasdaq listing fee and a portion of the legal and audit fees, may be paid from funds
that we borrow from our sponsor. Any such funds will be repaid out of the proceeds of this offering available to us.
|
|
|
(2)
|
The
funds held in the trust account will be used to acquire a target business, to pay holders who wish to convert or sell their shares
for a portion of the funds held in the trust account and potentially to pay our expenses relating thereto. Our expenses relating
to the acquisition of a target business would either come from the funds held in the trust account or additional funds otherwise
available to us outside of the trust account, including cash held by the target business. Any remaining funds will be disbursed
to the combined company and be used as working capital to finance the operations of the target business.
|
|
|
(3)
|
These
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 that business combination. 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 be deducted from our excess working capital.
|
The
payment to Natural Order Sponsor LLC of a monthly fee of $10,000 is for general and administrative services including office space,
utilities and secretarial support. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee
upon a determination by our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated
expenses in connection with our initial business combination. Any such unpaid amount will accrue without interest and be due and
payable no later than the date of the consummation of our initial business combination. This arrangement is being agreed to by
Natural Order Sponsor LLC for our benefit. We believe that the fee charged by Natural Order Sponsor LLC is at least as favorable
as we could have obtained from an unaffiliated person. This arrangement will terminate upon completion of our initial business
combination or the distribution of the trust account to our public stockholders. Other than the $10,000 per month fee, no compensation
of any kind (including finder’s fees, consulting fees or other similar compensation) will be paid to our insiders, members
of our management team or any of our or their respective affiliates, for services rendered to us prior to or in connection with
the consummation of our initial business combination (regardless of the type of transaction that it is). However, such individuals
will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as
identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations,
as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations.
Since the role of present management after our initial business combination is uncertain, we have no ability to determine what
remuneration, if any, will be paid to those persons after our initial business combination.
A
total of $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full) of the net proceeds
from this offering and the sale of the private warrants described in this prospectus will be placed in a trust account in the
United States, maintained by Continental Stock Transfer & Trust Company acting as trustee and will be invested only in U.S.
government treasury bills, notes and bonds 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 and which invest solely in U.S. Treasuries. Except for all interest income that
may be released to us to pay our tax obligations, as discussed below, none of the funds held in the trust account will be released
from the trust account until the earlier of: (i) the consummation of our initial business combination within 24 months from the
closing of this offering and (ii) a redemption to public stockholders prior to any voluntary winding-up in the event we do not
consummate our initial business combination within the applicable period.
The
net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately
complete our initial business combination. If our initial business combination is paid for using shares or debt securities, or
not all of the funds released from the trust account are used for payment of the purchase price in connection with our business
combination, we may apply the cash released from the trust account that is not applied to the purchase price for general corporate
purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due
on indebtedness incurred in consummating the initial business combination, to fund the purchase of other companies or for working
capital.
We
believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated.
This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an
indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective
acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms
of our initial business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating
our initial business combination is less than the actual amount necessary to do so, we may be required to raise additional capital,
the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital
through loans or additional investments from members of our management team, but such members of our management team are not under
any obligation to advance funds to, or invest in, us.
In
August 2020, affiliates of our sponsor loaned us $200,000 to pay a portion of the expenses of this offering referenced in the
line items above for the SEC registration fee, FINRA filing fee, the non-refundable portion of the Nasdaq listing fee
and a portion of the legal and accounting fees and expenses. The loans will be payable without interest upon the consummation
of this offering.
In
no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Furthermore,
the redemption threshold may be further limited by the terms and conditions of our initial business combination. In such case,
we would not proceed with the redemption of our public shares or the business combination, and instead may search for an alternate
business combination.
A
public stockholder will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our consummation
of our initial business combination, and then only in connection with those shares of common stock that such stockholder properly
elected to redeem, subject to the limitations described herein, (ii) the redemption of our public shares if we are unable to consummate
our initial business combination within 24 months following the closing of this offering, subject to applicable law, or (iii)
if we seek to amend our certificate of incorporation to affect the substance or timing of our obligation to redeem all public
shares if we cannot complete an initial business combination within 24 months of the closing of this offering and such amendment
is duly approved. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust
account.
Our
initial stockholders have agreed to waive their redemption rights with respect to any shares they own in connection with the consummation
of our initial business combination, including their founder shares and public shares that they have purchased during or after
the offering, if any. In addition, our initial stockholders have agreed to waive their rights to liquidating distributions with
respect to their founder shares if we fail to consummate our initial business combination within 24 months from the closing of
this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to
receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination
within the required time period. In addition, we agreed not to enter into a definitive agreement regarding an initial business
combination without the prior consent of our sponsor.
DIVIDEND
POLICY
We
have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion
of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial conditions subsequent to completion of our initial business combination. The
payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors
at such time and subject to the Delaware law. In addition, our board of directors is not currently contemplating and does not
anticipate declaring any share dividends in the foreseeable future, except if we increase the size of the offering pursuant to
Rule 462(b) under the Securities Act, in which case we will effect a share dividend immediately prior to the consummation of the
offering in such amount as to maintain our initial stockholders’ ownership at 20% of the issued and outstanding shares of
common stock upon the closing of this offering (assuming no purchase in this offering and not taking into account ownership of
the private warrants). Further, if we incur any indebtedness in connection with our initial business combination, our ability
to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
DILUTION
The
difference between the public offering price per share, assuming no value is attributed to the warrants included in the units
we are offering by this prospectus, and the pro forma net tangible book value per share after this offering constitutes the dilution
to investors in this offering. Such calculation does not reflect any dilution associated with sale and exercise of warrants, including
the private warrants. Net tangible book value per share is determined by dividing our net tangible book value, which is our total
tangible assets less total liabilities (including the value of shares of common stock which may be redeemed for cash), by the
number of outstanding shares of common stock.
On September 30, 2020, our net tangible book deficit was $147,075,
or approximately $(0.02) per share. After giving effect to the sale of 25,000,000 shares of common stock included in the units
we are offering by this prospectus and the proceeds received from the sale of the private warrants, the deduction of underwriting
discounts and estimated expenses of this offering, our pro forma net tangible book value on September 30, 2020 would have been
$5,000,010 or $0.67 per share, representing an immediate increase in net tangible book value of $0.69 per share to the initial
stockholders and an immediate dilution of 93.3% per share or $9.33 to new investors not exercising their conversion/tender rights.
For purposes of presentation, our pro forma net tangible book value after this offering is $237,773,990 less than it otherwise
would have been because, if we effect a business combination, the ability of public stockholders to exercise conversion rights
or sell their shares to us in any tender offer may result in the conversion or tender of up to 23,777,399 shares sold in this offering.
The
following table illustrates the dilution to the new investors on a per-share basis, assuming no value is attributed to the warrants,
including the private warrants:
|
Public
offering price
|
|
|
|
|
|
$
|
10.00
|
|
|
Net
tangible book value before this offering
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
Increase
attributable to new investors, private sales and capital contribution
|
|
|
0.69
|
|
|
|
|
|
|
Pro
forma net tangible book value after this offering
|
|
|
|
|
|
|
0.67
|
|
|
Dilution
to new investors
|
|
|
|
|
|
|
9.33
|
|
|
Percentage
of dilution to new investors
|
|
|
|
|
|
|
93.3
|
%
|
The
following table sets forth information with respect to our initial stockholders and the new investors:
|
|
|
Shares
Purchased
|
|
|
Total
Consideration
|
|
|
Average
Price
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
Per
Share
|
|
|
Initial
stockholders(1)
|
|
|
6,250,000
|
|
|
|
20.00
|
%
|
|
$
|
25,000
|
|
|
|
0.01
|
%
|
|
$
|
0.004
|
|
|
New
investors
|
|
|
25,000,000
|
|
|
|
80.00
|
%
|
|
|
250,000,000
|
|
|
|
99.99
|
%
|
|
$
|
10.00
|
|
|
|
|
|
31,250,000
|
|
|
|
100.00
|
%
|
|
$
|
250,025,000
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
(1)
|
Assumes
the over-allotment option has not been exercised and an aggregate of 937,500 shares of common stock held by our initial stockholders
have been forfeited as a result thereof.
|
The
pro forma net tangible book value after the offering is calculated as follows:
|
Numerator:(1)
|
|
|
|
|
|
Net
tangible book value before this offering
|
|
|
(147,075
|
)
|
|
Net
proceeds from this offering and private placement of private warrants
|
|
|
251,500,000
|
|
|
Plus:
Offering costs accrued or paid in advance and excluded from tangible book value before this offering
|
|
|
171,075
|
|
|
Less:
Deferred underwriting commission payable
|
|
|
(8,750,000
|
)
|
|
Less:
Proceeds held in trust subject to conversion/tender
|
|
|
(237,773,990
|
)
|
|
|
|
|
5,000,010
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
Shares
of common stock issued and outstanding prior to this offering(1)
|
|
|
6,250,000
|
|
|
Shares
of common stock included in units to be sold in this offering
|
|
|
25,000,000
|
|
|
Less:
Shares subject to conversion/tender
|
|
|
(23,777,399
|
)
|
|
|
|
|
7,472,601
|
|
|
|
(1)
|
Assumes
the over-allotment option has not been exercised and an aggregate of 937,500 shares of common stock held by our initial stockholders
have been forfeited by us as a result thereof.
|
CAPITALIZATION
The
following table sets forth our capitalization at September 30, 2020 and as adjusted to give effect to the filing of our amended and
restated certificate of incorporation, the sale of our units and the private warrants and the application of the estimated net
proceeds derived from the sale of such securities.
|
|
|
September 30, 2020
|
|
|
|
|
Actual
|
|
|
As
Adjusted(1)
|
|
|
Note Payable
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
Deferred underwriting commission
|
|
|
—
|
|
|
|
8,750,000
|
|
|
Shares of common stock, $0.0001 par value, none and 23,777,399 shares are subject to possible conversion/tender, respectively
|
|
|
—
|
|
|
|
237,773,990
|
|
|
Shares of common stock, $0.0001 par value, 10,000,000 shares authorized, 7,187,500 shares issued and outstanding, actual; 10,000,000 shares authorized, 7,572,601 shares issued and outstanding(2) (excluding 23,777,399 shares subject to possible conversion/tender), as adjusted
|
|
|
719
|
|
|
|
747
|
|
|
Additional paid-in capital
|
|
|
24,281
|
|
|
|
5,000,263
|
|
|
Accumulated deficit
|
|
|
(1,000
|
)
|
|
|
(1,000
|
)
|
|
Total stockholders’ (deficit) equity
|
|
|
24,000
|
|
|
|
5,000,010
|
|
|
Total capitalization
|
|
$
|
224,000
|
|
|
$
|
251,524,000
|
|
|
|
(1)
|
Includes
the $7,200,000 we will receive from the sale of the private warrants.
|
|
|
(2)
|
Assumes
over-allotment option has not been exercised and an aggregate of 937,500 shares of common stock held by our initial stockholders
have been forfeited as a result thereof.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
We
were incorporated on August 10, 2020 as a Delaware corporation to serve as a vehicle to effect a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses.
Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We
intend to utilize cash derived from the proceeds of this offering, our securities, debt or a combination of cash, securities and
debt, in effecting a business combination. The issuance of additional shares in our business combination:
|
|
●
|
may
significantly reduce the equity interest of our stockholders;
|
|
|
●
|
may
subordinate the rights of holders of common stock if we issue preferred shares with rights
senior to those afforded to our shares of common stock;
|
|
|
●
|
will
likely cause a change in control if a substantial number of our shares of common stock
are issued, which may affect, among other things, our ability to use our net operating
loss carry forwards, if any, and most likely will also result in the resignation or removal
of our present officers and directors; and
|
|
|
●
|
may
adversely affect prevailing market prices for our securities.
|
Similarly,
if we issue debt securities, it could result in:
|
|
●
|
default
and foreclosure on our assets if our operating revenues after a business combination
are insufficient to pay our debt obligations;
|
|
|
●
|
acceleration
of our obligations to repay the indebtedness even if we have made all principal and interest
payments when due if the debt security contains covenants that require the maintenance
of certain financial ratios or reserves and we breach any such covenant without a waiver
or renegotiation of that covenant;
|
|
|
●
|
our
immediate payment of all principal and accrued interest, if any, if the debt security
is payable on demand; and
|
|
|
●
|
our
inability to obtain additional financing, if necessary, if the debt security contains
covenants restricting our ability to obtain additional financing while such security
is outstanding.
|
As indicated in the accompanying financial statements, at September
30, 2020, we had $101,375 in cash and $171,075 in deferred offering costs. Further, we expect to continue to incur significant
costs in the pursuit of our acquisition plans. Our plans to raise capital or to consummate our initial business combination may
not be successful.
Results
of Operations and Known Trends or Future Events
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues
until after completion of our initial business combination. We will generate non-operating income in the form of interest income
on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and
no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to
incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
Liquidity
and Capital Resources
As indicated in the accompanying financial statements, at September
30, 2020, we had $101,375 in cash and a working capital deficit of $147,075. Further, we have incurred and expect to continue to
incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this uncertainty
through this offering are discussed below. Our plans to raise capital or to consummate our initial business combination may not
be successful.
Our
liquidity needs have been satisfied to date through receipt of $25,000 from the sale of the insider shares. We estimate that the
net proceeds from (1) the sale of the units in this offering, after deducting offering expenses of approximately $5,700,000 (or
$6,450,000 if the over-allotment option is exercised in full) and (2) the sale of the private warrants for a purchase price of
$7,200,000 (or $7,950,000 if the over-allotment option is exercised in full) will be $251,500,000 (or $289,000,000 if the over-allotment
option is exercised in full). Of this amount, $250,000,000 (or $287,500,000 if the over-allotment option is exercised in full)
will be held in the trust account. The remaining $1,500,000 (regardless of whether the over-allotment option is exercised in full)
will not be held in the trust account.
We
intend to use substantially all of the net proceeds of this offering, including the funds held in the trust account, to acquire
a target business or businesses and to pay our expenses relating thereto. To the extent that our share capital is used in whole
or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account as well
as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such
working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations,
for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used
to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination
if the funds available to us outside of the trust account were insufficient to cover such expenses.
Over
the next 24 months (assuming a business combination is not consummated prior thereto), we will be using the funds held outside
of the trust account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective
target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing
corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring,
negotiating and consummating the business combination. Out of the funds available outside the trust account, we anticipate that
we will incur approximately:
|
|
●
|
$200,000
of expenses for the search for target businesses and for the legal, accounting and other
third-party expenses attendant to the due diligence investigations, structuring and negotiating
of a business combination;
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$75,000
of expenses for continued Nasdaq listing fees;
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$75,000
of expenses in legal and accounting fees relating to our SEC reporting obligations;
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$150,000
of consulting, travel and miscellaneous expenses incurred during search for initial
business combination;
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$240,000
for the payment of the administrative fee to Natural Order Sponsor LLC, our sponsor (of
$10,000 per month for up to 24 months), subject to deferral as described herein; and
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$760,000
for general working capital that will be used for miscellaneous expenses, including director
and officer liability insurance premiums.
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If
our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than
the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business
combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because
we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination,
in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance
with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business
combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing
in order to meet our obligations.
Related
Party Transactions
Natural
Order Sponsor LLC, an entity affiliated with some of our directors, has committed to purchase from us an aggregate of 7,200,000
(or 7,950,000 if the over-allotment option is exercised in full) private warrants at $1.00 per private warrant for a total purchase
price of $7,200,000 (or $7,950,000 if the over-allotment option is exercised in full). Each private warrant is exercisable for
one-half share of common stock at an exercise price of $11.50 per share. These purchases will take place on a private placement
basis simultaneously with the consummation of this offering. Of the $7,200,000 we will receive from the sale of the private warrants,
$5,700,000 will be used for offering expenses and $1,500,000 will be used for working capital (or $6,450,000 will be used for
offering expenses and $1,500,000 will be used for working capital if the over-allotment option is exercised in full).
If
needed to finance transaction costs in connection with searching for a target business or consummating an intended initial business
combination, our initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan us funds as
may be required. In the event that the initial business combination does not close, we may use a portion of the working capital
held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.
Such loans would be evidenced by promissory notes. The notes would be paid upon consummation of our initial business combination,
without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our
business combination into additional private warrants to purchase shares of common stock at a conversion price of $1.00 per private
warrant (which, for example, would result in the holders being issued private warrants to purchase 500,000 shares of common stock
if $500,000 of notes were so converted). Such private warrants will be identical to the private warrants to be issued at the closing
of this offering. Our stockholders have approved the issuance of the private warrants (and underlying securities) upon conversion
of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.
Controls
and Procedures
We
are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley
Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending
December 31, 2021. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems,
of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of
our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary
in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the
provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Target businesses we may consider for our initial
business combination may have internal controls that need improvement in areas such as:
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staffing
for financial, accounting and external reporting areas, including segregation of duties;
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reconciliation
of accounts;
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proper
recording of expenses and liabilities in the period to which they relate;
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evidence
of internal review and approval of accounting transactions;
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documentation
of processes, assumptions and conclusions underlying significant estimates; and
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documentation
of accounting policies and procedures.
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Because
it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary
for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant
expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal
and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud
or erroneous financing reporting.
Once
our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an
opinion on such report when, or if, required by Section 404. The independent auditors may identify additional issues concerning
a target business’s internal controls while performing their audit of internal control over financial reporting.
Quantitative
and Qualitative Disclosures about Market Risk
The
net proceeds of this offering, including amounts in the trust account, will be invested in United States government treasury bills,
bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7
promulgated under the Investment Company Act and that invest solely in U.S. treasuries. Due to the short-term nature of these
investments, we believe there will be no associated material exposure to interest rate risk.
Off-Balance
Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As
of the date of this prospectus, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K of the Securities Act and did not have any commitments or contractual obligations. No unaudited quarterly operating data is
included in this prospectus as we have conducted no operations to date.
JOBS
Act
On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting
requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act
will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly
traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply
with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective
dates.
PROPOSED
BUSINESS
General
NOAC is a blank check
company that was incorporated under the laws of the State of Delaware on August 10, 2020. We were formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this prospectus as our initial business combination. Although there is no restriction or limitation
on what industry our target operates in, it is our intention to pursue prospective targets that are focused on technologies and
products related to sustainable plant-based food and beverages, alternative protein, and ingredients. More specifically, our target
market includes companies that use plant-based, cell-based or precise fermentation technologies to develop food products that eliminate
animals from the food supply chain. We refer to all these technologies herein as “plant-based” or “alternative.”
While we may pursue a target located anywhere in the world, we anticipate targeting companies domiciled in North America or Europe.
At the time of preparing this prospectus, we have not identified any specific business combination, nor has anyone on our behalf
initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction. Our efforts to date are
limited to organizational activities related to this offering.
Our
Sponsor, Leadership, and Competitive Advantages
Our sponsor is led
by Mr. Paresh Patel and Mr. Sebastiano Cossia Castiglioni, each of whom have invested for more than 20 years in public and private
emerging growth companies with a focus on leading emerging technology and sustainable and plant-based food product companies. We
believe that our management team has the investment experience, strategic knowledge, relationships, and access to capital and human
resources to source unique opportunities that will offer attractive risk-adjusted returns in a rapidly expanding sector of the
global economy. In particular, we believe our network of relationships with leaders in the plant-based food industry can provide
our target company with a competitive advantage to accelerate its growth or identify attractive acquisitions or strategic alliances.
We
will target private emerging growth companies that are developing nutritious plant-based food products that deliver a consumer
experience comparable or superior to that provided by animal-based products. We will seek products that encourage consumers to
eat more, not less, of the traditional dishes they enjoy by using products that promote healthy living, environmental sustainability,
and animal welfare; all benefits associated with consuming plant-based foods. We seek a target company whose paradigm shifting
product or services will enable breakthrough penetration into mainstream consumers seeking delicious and satisfying yet better-for-you
alternatives to animal products.
Paresh Patel, our
co-founder, has been our President, Chief Executive Officer and Director since our inception in August 2020. Paresh is an experienced
investor in public and private markets through multiple economic cycles, with a track record of identifying and investing in multiple
emerging growth companies that executed successful initial public offerings both in the United States and Asia. Paresh has managed
his private investment office, Sandstone Investments, since 2014. From 2005 to 2014, Paresh was the founder and Managing Partner
of Sandstone Capital, an investment fund managing more than $1.0 billion and focused on long-term investments in public and private
companies in Asia. Sandstone invests in a wide range of industries with a focus on pharmaceuticals, financial services, and technology.
From 2000 to 2004, Paresh was the founder of Sparta Group, a multi-billion dollar family office. Paresh’s more notable private
investments include Bharat Financial (IPO 2010), A123 Systems (IPO 2009), Tejas Networks (IPO 2014), AU SFB (IPO 2014), Relicore
(acquired by Symantec in 2006), Airvana (IPO 2007), Flipkart (acquired by Walmart in 2018), Simulate (formerly NUGGS), VelocityDx,
and GrapheneDx. Paresh has served on the board of directors of several public and private businesses in the US and India. Paresh
also served as a director for Harvard Business School India and was an Executive Producer of the 2018 documentary film “The
Game Changers” that advocates the health benefits of a plant-based diet for high-performance athletes as well as for the
general population.
Sebastiano Cossia Castiglioni,
our co-founder, has been our chairman of the board since October 2020. He is an entrepreneur, activist, and advisor to businesses,
governments, and nonprofits around the world. For many years, he has been an investor in a wide range of fields, from bioscience
to food, from agriculture to technology. Directly or through his partnerships, Sebastiano is an investor in more than 60 companies
in the plant-based food and beverage sector. In December 2017, he founded a private investment fund, Dismatrix, and has served
as its director ever since. In that same year, Sebastiano joined NRS New Reality Solutions, a convergent innovation platform leveraging
bioscience and data science, as a Senior Advisor and an investor. Since April 2019, he has also been a partner in the Blue Horizon
Group, a leading worldwide investor in plant-based companies. Since October of the same year, he has served as the co-managing
partner and director of Dismatrix Group, which focuses on venture capital and private equity investments across tech, consumer,
and food revolutions, including alt-proteins. Sebastiano is also a co-owner and honorary chairman of Querciabella, a Tuscan organic,
biodynamic, and vegan winery that has garnered international acclaim. He recently founded the gluten-free pasta brand Bontasana,
and Skyrunner Foods, a revolutionary baby food company. A longtime animal rights activist, Sebastiano supports several global nonprofits
working to end the exploitation of animals. He serves on the boards of Animal Outlook (since 2018) and the Culture & Animals
Foundation (since 2018) as well as on the advisory boards of the Sea Shepherd Conservation Society (since 2008), Animal Equality
(since 2019), the International Anti-Poaching Foundation (since 2020), and Project Coyote (since 2020). In 2020, Sebastiano founded
the Plant-Based Empowerment Foundation, a nonprofit operating in rural Senegal that is dedicated to providing children and women
access to education, healthcare, and nourishing plant-based food. Sebastiano served as advisor to Italian Prime Minister Matteo
Renzi from 2014 to 2016.
Industry
Opportunity
We
intend to pursue an initial business combination with a company that is disrupting the animal-based protein and food industry,
providing alternatives to one or more segments of the global food industry, including fresh and packaged animal-based meats, dairy
and seafood. We may also consider targeting companies with products and services that support or relate to those end use markets.
We
believe there are three fundamental drivers of growth and investment opportunity in our target markets.
Large
and dynamic food markets supported by fundamental socioeconomic trends. Global population growth combined with rising standards
of living are driving non-linear consumption growth in meat, dairy, seafood and alternatives.
Substantial core food markets
with emerging dynamics. Based on various sources, we estimate the combined global meat, seafood, and dairy food
industries to be approximately $4.0 trillion in size. According to the FAO, global meat production declined during 2020 due to
the global impact of COVID-19, but is poised to grow in aggregate due to rising populations and average incomes in developing countries
and emerging economies, which in turn are expected to lead to higher per capita consumption of proteins from meat, dairy, and seafood.
Large scale and growth prospects
for plant-based alternatives. Due to changing dietary patterns, increased recognition of the linkages between diet, health
and the environment, and concerns about animal welfare and food safety, plant-based foods are surging in terms of consumption,
investment and media interest. The market for alternatives to traditional proteins is significant. According to Euromonitor, consumers
purchased $19.5 billion of meat substitutes during 2018 and approximately $20 billion of dairy substitutes in 2019, most of which
are plant-based foods. According to the FAIRR Initiative, estimated growth rates for global consumption of meat substitutes vary
between 6.8% and 9.4% CAGR to 2025. In the United States, plant-based milk substitutes generated $1.8 billion of sales, constituting
13% of the U.S. retail milk market. We believe these large and growing markets are excellent targets for our acquisition search.
Social awareness and demand for personal
and environmental sustainability. We believe that consumer awareness of the negative health, environmental, and animal-welfare
impacts of animal-based food consumption has resulted in a surge in demand for viable alternatives. While overall demand for “meat”
and “dairy” is expected to accelerate, we believe that the production of food through animals is inherently inefficient,
both in environmental and economic terms. In addition, we believe these challenges are insurmountable given rising population and
limited resources.
Waste and inefficiency.
Based on the Environmental Research Letters, the production
of food through animals implies a waste of 83% to 97% of calories and 69% to 97% of proteins. According to the United States Department
of Agriculture and World Resources Institute, it is estimated that producing one unit of animal-based food requires approximately
up to 50 times as much water and up to 100 times more land per unit of edible food.
Environmental impact. We believe that increased awareness of additional economic externalities
call into question the continued and increased consumption of animal protein per capita. As reported in the journal Science, data
collected from commercial farms in 119 countries indicates that production of animal-based food can emit up to 50 times the amount
of GHGs compared to plant-based food. Likewise, Nature Sustainability published an analysis of emissions linked to animal-based
food production which suggests that a shift to plant-based diets by 2050 could lead to reduction of 332-547 GtCO2 which is equal
to 99-163% of the CO2 emissions budget. According to FAIRR, public concern regarding costs to public health systems from diseases
linked to the consumption of animal-based foods is generating debate regarding taxation on meat and dairy products (as with tobacco)
and the elimination of subsidies to animal agriculture. Other public health costs and risks (including zoonotic diseases and antibiotic-resistant
bacteria) add to the debate.
Food security. Relying
upon animal-based food, when endemic inefficiencies are considered, creates critical food security issues in terms of supply and
safety. Closing the long-term demand/supply gap for meat, seafood and dairy in the developing world may be impossible without affordable
and desirable alternatives.
Innovation
in food science. In response to large and growing fundamental demand for more sustainable and secure food solutions, we
believe there has been a proliferation of new companies and technologies creating innovative solutions to meet market
needs.
Progress in alternative protein
manufacturing. Food science is addressing the challenge of replacing animal-based protein. The cost of non-animal ingredients
in some cases is already lower than animal-based ingredients. We believe that alternative eggs and dairy products already have lower production
costs and, at higher scale, will be significantly cheaper and more profitable. According to research published by RethinkX, from
a manufacturing perspective, with the help of new technology and increasing scale, alternative protein sources are rapidly approaching
cost parity and it is estimated that some alternatives will be less expensive than traditional animal-based proteins in less than
two years. We believe that if social costs – such as health care or environmental impact – were embedded in the retail
price, plant-based ingredients and foods would have further significant cost advantages over animal-based food.
Innovation and investment.
We believe the number of companies in this sector has grown geometrically over the past few years, fueled by substantial private
investment. For example, investors and entrepreneurs are investing heavily in precision fermentation, which is already used in
various sectors of food ingredient and medicine production. According to the Good Food Institute, $824 million of venture capital
was invested in alternative protein companies in 2019, followed by more than $930 million in the first quarter of 2020. Of these
amounts, we believe approximately $500 million in venture investments have been targeted specifically at precision fermentation
technology in the plant-based food sector.
Expansion of private companies.
We believe there are many private companies developing products and services related to various alternatives to animal-based
foods and ingredients: beef, pork, shellfish, fish, chicken, turkey, milk, yogurt, cheese, ice cream, eggs, etc. Business models
span the entire value chain including: ingredient production, equipment, branded private labels, frozen, fresh, wholesale distribution,
retail. We believe many of these companies have sufficient scale and maturity to be high-quality targets for our business combination.
Acquisition
Strategy
Our acquisition strategy
is to identify an untapped opportunity within our target industry and offer to a public-ready business a facility through
which to enter the public sphere and advance its profile. We believe that our management team and directors’ experiences
advising, evaluating and investing in these emerging growth businesses combined with their network of relationships in our target
industries position us to source the highest quality business combination candidates. Furthermore, our strong track record of practicing
and advocating the core values behind plant-based nutrition creates credibility and trust with the founders of these businesses
as they consider the future development and stewardship of their companies. Our selection process will leverage the relationships
of our management team and board with industry captains, leading venture capitalists, private equity and hedge fund managers, respected
peers, and our network of industry advisors. Together with this network of trusted partners, we intend to capitalize the target
business and create purposeful strategic initiatives in order to achieve attractive growth and performance targets.
Investment
Criteria
We
are targeting high growth companies with strong brands and experienced management teams that are ready to enter the public market.
We intend to focus on companies that are well positioned to be sector leaders and command customer awareness on a global basis
in replacing mainstream animal-based food and beverages with delicious, sustainable, and environmentally sustainable alternatives.
Consistent with this strategy, we have identified the following criteria for evaluating potential target businesses. Although
we may decide to enter into our initial business combination with a target business that does not meet the criteria described
below, it is our intention to acquire companies with the following characteristics:
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High
growth rate and high current run rate in revenues;
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Sector
leaders or dominant competitors in their product category;
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Experienced,
public-ready management teams. Specifically, we will look for management teams that have
a proven track record of value creation for their shareholders. We will seek to partner
with a potential target’s management team and expect that the operating and investment
abilities of our executive team and board will complement their own capabilities;
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Corporate
governance, reporting and control systems that are ready to comply with the requirements
of a public listing;
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Identifiable
technological, scientific, or brand competitive advantages which can be augmented by
access to additional capital as well as our industry relationships and expertise;
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Offering
attractive return on investment for our shareholders over the next two to five years;
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Between
$800 million and $4 billion in enterprise value.
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We
believe that with our relationships, network, reputation, expertise, and proprietary deal flow, we will be able to identify potential
target businesses with appropriate valuations, that can benefit from new capital for growth and a public listing.
Effecting
a Business Combination
General
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering.
We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement
of the private warrants, our shares, new debt, or a combination of these, as the consideration to be paid in our initial business
combination. We may seek to consummate our initial business combination with a company or business that may be financially unstable
or in its early stages of development or growth (such as a company that has begun operations but is not yet at the stage of commercial
manufacturing and sales), which would subject us to the numerous risks inherent in such companies and businesses, although we
will not be permitted to effectuate our initial business combination with another blank check company or a similar company with
nominal operations.
If
our initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust
account are used for payment of the purchase price in connection with our business combination or used for redemptions of purchases
of our common stock, we may apply the cash released to us from the trust account that is not applied to the purchase price for
general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal
or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies
or for working capital.
We
have not identified any acquisition targets. From the period prior to our formation through the date of this prospectus, there
have been no communications, evaluations or discussions between any of our officers, directors or our sponsor and any of their
contacts or relationships regarding a potential initial business combination. Additionally, we have not engaged or retained any
agent or other representative to identify or locate any suitable acquisition candidate. Subject to the requirement that our initial
business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80%
of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business
combination, we have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses.
Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business
with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent
in a particular target business with which we may combine, this assessment may not result in our identifying all risks that a
target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing
to control or reduce the chances that those risks will adversely impact a target business.
We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the consummation
of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering
rather than using the amounts held in the trust account. Subject to compliance with applicable securities laws, we would consummate
such financing only simultaneously with the consummation of our business combination. In the case of an initial business combination
funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business
combination would disclose the terms of the financing and, only if required by law or Nasdaq, we would seek stockholder approval
of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial
business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to
raising any additional funds through the sale of securities or otherwise.
Sources
of Target Businesses
We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment
bankers, venture capital funds, private equity groups, leveraged buyout funds, management buyout funds and other members of the
financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited
by us through calls or mailings. These sources also may introduce us to target businesses in which they think we may be interested
on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting.
Our officers and directors, as well as their affiliates, also may bring to our attention target business candidates that they
become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well
as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that
would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While
we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions
on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s
fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that
may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management
determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction,
in which case any such fee will be paid out of the funds held in the trust account. Although some of our officers and directors
may enter into employment or consulting agreements with the acquired business following our initial business combination, the
presence or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers
or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders
valuation opinions on the type of target business we seek to acquire that such an initial business combination is fair to our
unaffiliated stockholders from a financial point of view.
Selection
of a Target Business and Structuring of a Business Combination
Subject
to the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate
fair market value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement
to enter into such initial business combination, our management will have virtually unrestricted flexibility in identifying and
selecting one or more prospective target businesses. In any case, we will only consummate an initial business combination in which
we become the majority shareholder of the target (or control the target through contractual arrangements in limited circumstances
for regulatory compliance purposes as discussed below) or are otherwise not required to register as an investment company under
the Investment Company Act or to the extent permitted by law we may acquire interests in a variable interest entity, in which
we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. There is no
basis for investors in this offering to evaluate the possible merits or risks of any target business with which we may ultimately
complete our initial business combination. To the extent we effect our initial business combination with a company or business
that may be financially unstable or in its early stages of development or growth (such as a company that has begun operations
but is not yet at the stage of commercial manufacturing and sales), we may be affected by numerous risks inherent in such company
or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we may not
properly ascertain or assess all significant risk factors.
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other
things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection
of facilities, as well as a review of financial and other information which will be made available to us.
The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the
costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect
to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed
will result in our incurring losses and will reduce the funds we can use to complete another business combination. We will not
pay any finders or consulting fees to members of our management team, or any of their respective affiliates, for services rendered
to or in connection with our initial business combination.
Fair
Market Value of Target Business or Businesses
The
target business or businesses or assets with which we effect our initial business combination must have a collective fair market
value equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter
into such initial business combination. If we acquire less than 100% of one or more target businesses in our initial business
combination, the aggregate fair market value of the portion or portions we acquire must equal at least 80% of the value of the
trust account at the time of the agreement to enter into such initial business combination. However, we will always acquire at
least a controlling interest in a target business. The fair market value of a portion of a target business or assets will likely
be calculated by multiplying the fair market value of the entire business by the percentage of the target we acquire. We may seek
to consummate our initial business combination with an initial target business or businesses with a collective fair market value
in excess of the balance in the trust account. In order to consummate such an initial business combination, we may issue a significant
amount of debt, equity or other securities to the sellers of such business and/or seek to raise additional funds through a private
offering of debt, equity or other securities. If we issue securities in order to consummate such an initial business combination,
our stockholders could end up owning a minority of the combined company’s voting securities as there is no requirement that
our stockholders own a certain percentage of our company (or, depending on the structure of the initial business combination,
an ultimate parent company that may be formed) after our business combination. Because we have no specific business combination
under consideration, we have not entered into any such arrangement to issue our debt or equity securities and have no current
intention of doing so.
The
fair market value of a target business or businesses or assets will be determined by our board of directors based upon standards
generally accepted by the financial community, such as actual and potential gross margins, the values of comparable businesses,
earnings and cash flow, book value, enterprise value and, where appropriate, upon the advice of appraisers or other professional
consultants. Investors will be relying on the business judgment of our board of directors, which will have significant discretion
in choosing the standard used to establish the fair market value of a particular target business. If our board of directors is
not able to independently determine that the target business or assets has a sufficient fair market value to meet the threshold
criterion, we will obtain an opinion from an unaffiliated, independent investment banking firm or another independent entity that
commonly renders valuation opinions on the type of target business we seek to acquire with respect to the satisfaction of such
criterion. Notwithstanding the foregoing, unless we consummate a business combination with an affiliated entity, we are not required
to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation
opinions on the type of target business we seek to acquire, that the price we are paying is fair to our stockholders.
Lack
of Business Diversification
For
an indefinite period of time after consummation of our initial business combination, the prospects for our success may depend
entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations
with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations
and mitigate the risks of being in a single line of business. By consummating our initial business combination with only a single
entity, our lack of diversification may:
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subject
us to negative economic, competitive and regulatory developments, any or all of which
may have a substantial adverse impact on the particular industry in which we operate
after our initial business combination, and
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cause
us to depend on the marketing and sale of a single product or limited number of products
or services.
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Limited
Ability to Evaluate the Target’s Management Team
Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting
our initial business combination with that business, our assessment of the target business’ management may not prove to
be correct. The future role of members of our management team, if any, in the target business cannot presently be stated with
any certainty. Consequently, members of our management team may not become a part of the target’s management team, and the
future management may not have the necessary skills, qualifications or abilities to manage a public company. Further, it is also
not certain whether one or more of our directors will remain associated in some capacity with us following our initial business
combination. Moreover, members of our management team may not have significant experience or knowledge relating to the operations
of the particular target business. Our key personnel may not remain in senior management or advisory positions with the combined
company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time
of our initial business combination.
Following
our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target
business. We may not have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.
Stockholders
May Not Have the Ability to Approve an Initial Business Combination
In
connection with any proposed business combination, we will either (1) seek stockholder approval of our initial business combination
at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether
they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit
in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares
to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata
share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations
described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with
us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in
the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder
may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. The
decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell
their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction and
whether the terms of the transaction would otherwise require us to seek stockholder approval. If we so choose and we are legally
permitted to do so, we have the flexibility to avoid a stockholder vote and allow our stockholders to sell their shares pursuant
to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer
documents with the SEC which will contain substantially the same financial and other information about the initial business combination
as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible
assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the issued and
outstanding shares of common stock voted are voted in favor of the business combination.
We
chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419. However, if we seek
to consummate an initial business combination with a target business that imposes any type of working capital closing condition
or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination,
our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required
to have a lesser number of shares converted or sold to us) and may force us to seek third party financing which may not be available
on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may
not be able to locate another suitable target within the applicable time period, if at all. Public stockholders may therefore
have to wait 24 months from the closing of this offering in order to be able to receive a pro rata share of the trust account.
Our
initial stockholders and our officers and directors have agreed (1) to vote any shares of common stock owned by them in favor
of any proposed business combination, (2) not to convert any shares of common stock in connection with a stockholder vote to approve
a proposed initial business combination and (3) not sell any shares of common stock in any tender in connection with a proposed
initial business combination. As a result, if we sought stockholder approval of a proposed transaction, we would need only 500,001
of our public shares (or approximately 6.3% of our public shares) to be voted in favor of the transaction in order to have such
transaction approved (assuming that only a quorum was present at the meeting, that the over-allotment option is not exercised
and that the initial stockholders do not purchase any units in this offering or units or shares in the after-market).
Our officers,
directors, initial stockholders or their affiliates may purchase units or shares of common stock in this offering or from
persons in the open market or in private transactions. If we hold a meeting to approve a proposed business combination and a
significant number of stockholders vote, or indicate an intention to vote, against such proposed business combination, our
officers, directors, initial stockholders or their affiliates could make such purchases in the open market or in private
transactions in order to influence the vote. Notwithstanding the foregoing, our officers, directors, initial stockholders and
their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the
Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.
Conversion/Tender
Rights
At
any meeting called to approve an initial business combination, public stockholders may seek to convert their public shares, regardless
of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount
then on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial stockholders
have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata
share of the aggregate amount then on deposit in the trust account. If we hold a meeting to approve an initial business combination,
holders other than our initial stockholders will always have the ability to vote against a proposed business combination and not
seek conversion of his shares.
Alternatively,
if we engage in a tender offer, each public stockholder will be provided the opportunity to sell his public shares to us in such
tender offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this
is the minimum amount of time we would need to provide holders to determine whether they want to sell their public shares to us
in the tender offer or remain an investor in our company.
Our
initial stockholders, officers and directors will not have conversion rights with respect to any shares of common stock owned
by them, directly or indirectly, whether acquired prior to this offering or purchased by them in this offering or in the aftermarket.
We
may also require public stockholders, whether they are a record holder or hold their shares in “street name,” to either
tender their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using
the DWAC System, at the holder’s option, at any time at or prior to the vote on the business combination. The proxy solicitation
materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate
whether we are requiring stockholders to satisfy such delivery requirements. Accordingly, a stockholder would have from the time
our proxy statement is mailed through the vote on the business combination to deliver his shares if he wishes to seek to exercise
his conversion rights. Under Delaware law and our bylaws, we are required to provide at least 10 days’ advance notice of
any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise conversion
rights. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive
a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not
have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to
exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to. The conversion
rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
There
is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the
DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not
to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders
seeking to exercise conversion rights to deliver shares. The need to deliver shares is a requirement of exercising conversion
rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders seeking
to exercise conversion rights to deliver their shares prior to the consummation of the proposed business combination and the proposed
business combination is not consummated, this may result in an increased cost to stockholders.
Any
request to convert or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination
or expiration of the tender offer. Furthermore, if a holder of a public share delivered his certificate in connection with an
election of their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration
of the tender offer not to elect to exercise such rights, he may simply request that the transfer agent return the certificate
(physically or electronically).
If
the initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise
their conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the
trust account. In such case, we will promptly return any shares delivered by public holders.
Liquidation
of Trust Account if No Business Combination
If
we do not complete a 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 outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and
(iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required
time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures
set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including
a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which
the corporation may reject any claims brought, and an additional 150-day waiting period before any redemptions are made to stockholders,
any liability of stockholders with respect to a redemption is limited to the lesser of such stockholder’s pro rata share
of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third
anniversary of the dissolution.
Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public
shares in the event we do not complete our initial business combination within the required time period is not considered a liquidation
distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the
DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead
of three years, as in the case of a liquidation distribution. It is our intention to redeem our public shares as soon as reasonably
possible following the 24th month from the closing of this offering and, therefore, we do not intend to comply with
the above procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received
by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
Because
we will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts
known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially
brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company,
and our operations will be limited to seeking to complete an initial business combination, the only likely claims to arise would
be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
We
will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective
target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind
they may have in or to any monies held in the trust account. The underwriters in this offering will execute such a waiver agreement.
As
a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result
in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should
not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless,
there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event
that a potential contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only if
our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities
from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to
execute a waiver would be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions,
such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed
by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management
does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee
that, even if they execute such agreements with us, they will not seek recourse against the trust account. Our insiders have agreed
that they will be jointly and severally liable to us if and to the extent any claims by a vendor for services rendered or products
sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount
of funds in the trust account to below $10.00 per public share, except as to any claims by a third party who executed a valid
and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held
in the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities,
including liabilities under the Securities Act. Our board of directors has evaluated our insiders’ financial net worth and
believes they will be able to satisfy any indemnification obligations that may arise. However, our insiders may not be able to
satisfy their indemnification obligations, as we have not required our insiders to retain any assets to provide for their indemnification
obligations, nor have we taken any further steps to ensure that they will be able to satisfy any indemnification obligations that
arise. Moreover, our insiders will not be liable to our public stockholders and instead will only have liability to us. As a result,
if we liquidate, the per-share distribution from the trust account could be less than approximately $10.00 due to claims or potential
claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests,
an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to us (subject
to our obligations under Delaware law to provide for claims of creditors as described below).
If
we are unable to consummate an initial business combination and are forced to redeem 100% of our outstanding public shares for
a portion of the funds held in the trust account, we anticipate notifying the trustee of the trust account to begin liquidating
such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate the redemption of
our public shares. Our insiders have waived their rights to participate in any redemption with respect to their insider shares.
We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are
insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no
more than approximately $50,000) and have agreed not to seek repayment of such expenses. Each holder of public shares will receive
a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust
account and not previously released to us or necessary to pay our taxes. The proceeds deposited in the trust account could, however,
become subject to claims of our creditors that are in preference to the claims of public stockholders.
Our
public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete our
initial business combination in the required time period or if the stockholders seek to have us convert their respective shares
of common stock upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have
any right or interest of any kind to or in the trust account.
If
we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds
held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete
the trust account, the per share redemption or conversion amount received by public stockholders may be less than $10.00.
If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under
applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself
and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
Claims may be brought against us for these reasons.
Certificate
of Incorporation
Our
certificate of incorporation contains certain requirements and restrictions relating to this offering that will apply to us until
the consummation of our initial business combination. If we hold a stockholder vote to amend any provisions of our certificate
of incorporation relating to stockholders’ rights or pre-business combination activity (including the substance or timing
within which we have to complete a business combination), we will provide our public stockholders with the opportunity to redeem
their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, divided by the number of then outstanding public shares, in connection with any such vote. Our
insiders have agreed to waive any conversion rights with respect to any insider shares and any public shares they may hold in
connection with any vote to amend our certificate of incorporation. Specifically, our certificate of incorporation provides, among
other things, that:
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prior
to the consummation of our initial business combination, we shall either (1) seek stockholder
approval of our initial business combination at a meeting called for such purpose at
which public stockholders may seek to convert their shares of common stock, regardless
of whether they vote for or against the proposed business combination, into a portion
of the aggregate amount then on deposit in the trust account, or (2) provide our stockholders
with the opportunity to sell their shares to us by means of a tender offer (and thereby
avoid the need for a stockholder vote) for an amount equal to their pro rata share of
the aggregate amount then on deposit in the trust account, in each case subject to the
limitations described herein;
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we
will consummate our initial business combination only if public stockholders do not exercise
conversion rights in an amount that would cause our net tangible assets to be less than
$5,000,001 and a majority of the outstanding shares of common stock voted are voted in
favor of the business combination;
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if
our initial business combination is not consummated within 24 months of the closing of
this offering, then our existence will terminate and we will distribute all amounts in
the trust account to all of our public holders of shares of common stock;
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upon
the consummation of this offering, $250,000,000, or $287,500,000 if the over-allotment
option is exercised in full, shall be placed into the trust account;
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we
may not consummate any other business combination, merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar transaction prior to our initial
business combination; and
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prior
to our initial business combination, we may not issue additional shares of capital stock
that would entitle the holders thereof to (i) receive funds from the trust account or
(ii) vote on any initial business combination.
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Potential
Revisions to Agreements with Insiders
Each
of our insiders has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating
to us and our activities prior to a business combination. We could seek to amend these letter agreements without the approval
of stockholders, although we have no intention to do so. In particular:
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Restrictions
relating to liquidating the trust account if we failed to consummate a business combination
in the time-frames specified above could be amended, but only if we allowed all stockholders
to redeem their shares in connection with such amendment;
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Restrictions
relating to our insiders being required to vote in favor of a business combination or
against any amendments to our organizational documents could be amended to allow our
insiders to vote as they wished;
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The
requirement of members of the management team to remain our officer or director until
the closing of a business combination could be amended to allow persons to resign from
their positions with us if, for example, the current management team was having difficulty
locating a target business and another management team had a potential target business;
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The
restrictions on transfer of our securities could be amended to allow transfer to third
parties who were not members of our original management team;
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The
obligation of our management team to not propose amendments to our organizational documents
could be amended to allow them to propose such changes to our stockholders;
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The
obligation of insiders to not receive any compensation in connection with a business
combination could be modified in order to allow them to receive such compensation;
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The
requirement to obtain a valuation for any target business affiliated with our insiders
could be amended, in the event it was too expensive to do so.
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Except as specified
above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes.
Such changes could result in:
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Our having
an extended period of time to consummate a business combination (although with less in
trust as a certain number of our stockholders would certainly redeem their shares in
connection with any such extension);
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Our insiders
being able to vote against a business combination or in favor of changes to our organizational
documents;
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Our operations
being controlled by a new management team that our stockholders did not elect to invest
with;
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Our insiders
receiving compensation in connection with a business combination; and
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Our insiders
closing a transaction with one of their affiliates without receiving an independent valuation
of such business.
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We will not agree
to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if we believed
such a modification were necessary to complete a business combination). Each of our officers and directors have fiduciary obligations
to us requiring that they act in our best interests and the best interests of our stockholders.
Competition
In identifying, evaluating
and selecting a target business for our initial business combination, we may encounter intense competition from other entities
having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout
funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have significant
experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will
be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition
of a target business. Furthermore, the requirement that we acquire a target business or businesses having a fair market value
equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into
the business combination, our obligation to pay cash in connection with our public stockholders who exercise their redemption
rights and the number of our outstanding warrants and the future dilution they potentially represent, may not be viewed favorably
by certain target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our
initial business combination.
Facilities
We will pay to our
sponsor a fee of $10,000 per month for use of office space and certain office and secretarial services.
Employees
We currently have two officers. These individuals are not obligated
to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to
our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will
vary based on whether a target business has been selected for our initial business combination and the stage of the business combination
process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.
Periodic Reporting and Audited Financial
Statements
We have registered
our units, shares of common stock and warrants under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our
annual report will contain financial statements audited and reported on by our independent registered public accountants.
We will provide stockholders
with audited financial statements of the prospective target business as part of any proxy solicitation sent to stockholders to
assist them in assessing the target business. In all likelihood, the financial information included in the proxy solicitation
materials will need to be prepared in accordance with GAAP or IFRS, depending on the circumstances, and the historical financial
statements may be required to be audited in accordance with the standards of the PCAOB. The financial statements may also be required
to be prepared in accordance with GAAP for the Form 8-K announcing the closing of an initial business combination, which would
need to be filed within four business days thereafter. We cannot assure you that any particular target business identified by
us as a potential acquisition candidate will have the necessary financial information. To the extent that this requirement cannot
be met, we may not be able to acquire the proposed target business.
We will be required
to comply with the internal control requirements of the Sarbanes-Oxley Act beginning for the fiscal year ending December 31, 2021.
A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the
time and costs necessary to complete any such acquisition.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible
to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may
be more volatile.
In addition, Section
107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words,
an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an
emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion
of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to
be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million
as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning
associated with it in the JOBS Act.
Legal Proceedings
There is no material
litigation, arbitration or governmental proceeding currently pending against us or any of our officers or directors in their capacity
as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date
of this prospectus.
Comparison to Offerings of Blank Check
Companies Subject to Rule 419
The following table
compares and contrasts the terms of our offering and the terms of an offering of blank check companies under Rule 419 assuming
that the gross proceeds, underwriting discounts and underwriting expenses for the Rule 419 offering are the same as this offering
and that the underwriters will not exercise their over-allotment option. None of the terms of a Rule 419 offering will apply to
this offering because we will be listed on a national securities exchange, we will have net tangible assets in excess of $5,000,001
upon the successful consummation of this offering and will file a Current Report on Form 8-K, including an audited balance sheet
demonstrating this fact.
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Terms of the
Offering
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Terms Under
a Rule 419 Offering
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Escrow of offering proceeds
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$250,000,000 of the net offering proceeds and proceeds from
the sale of the private warrants will be deposited into a trust account in the United States, maintained by Continental Stock
Transfer & Trust Company, acting as trustee.
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$212,625,000 of the offering proceeds would be required to be
deposited into either an escrow account with an insured depositary institution or in a separate bank account established by
a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
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Investment of net proceeds
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The net offering proceeds and proceeds from the sale of the
private warrants held in trust will only be invested in United States government treasury bills, bonds or notes with a maturity
of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment
Company Act and that invest solely in United States government treasuries.
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Proceeds could be invested only in specified securities such
as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or
obligations guaranteed as to principal or interest by, the United States.
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Limitation on fair value or net assets of target business
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The initial target business that we acquire must
have a fair market value equal to at least 80% of the balance in our trust account net of taxes payable at the time of the
execution of a definitive agreement for our initial business combination.
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We would be restricted from acquiring a target business
unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
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Trading of securities issued
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The units may commence trading on or promptly after the date
of this prospectus. The shares of common stock and warrants comprising the units will begin to trade separately on the 90th
day after the date of this prospectus unless the representatives inform us of their decision to allow earlier separate
trading (based upon their assessment of the relative strengths of the securities markets and small capitalization and blank
check companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed
with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds
of this offering.
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No trading of the units or the underlying securities would be
permitted until the completion of a business combination. During this period, the securities would be held in the escrow or
trust account.
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Exercise of the warrants
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The warrants cannot be exercised until the completion of a business
combination and, accordingly, will be exercised only after the trust account has been terminated and distributed.
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The warrants could be exercised prior to the completion of a
business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow
or trust account.
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Election to remain an investor
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We will either (1) give our stockholders
the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to sell
their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then
on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will
send each stockholder a proxy statement containing information required by the SEC. Under our certificate of incorporation,
we must provide at least 10 days advance notice of any meeting of stockholders. Accordingly, this is the minimum amount
of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash
at such a meeting or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct
a tender offer, we will conduct such tender offer in accordance with 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 as we would have included in a proxy statement.
The tender offer rules require
us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would
need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor
in our company.
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A prospectus containing information 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 the post-effective amendment,
to decide whether he or she elects to remain a stockholder of the company or require the return of his or her 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 would automatically be returned to the stockholder. Unless a sufficient number
of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors
and none of the securities will be issued.
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Business combination deadline
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Pursuant to our certificate of incorporation, if
we do not complete an initial business combination within 24 months from the consummation of this offering, it will trigger
our automatic winding up, dissolution and liquidation.
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If an acquisition has not been consummated within
18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would
be returned to investors.
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Interest earned on the funds in the trust account
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There can be released to us, from time to time, any interest
earned on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the
funds in the trust account will not be released until the earlier of the completion of a business combination and our entry
into liquidation upon failure to effect a business combination within the allotted time.
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All interest earned on the funds in the trust account will be
held in trust for the benefit of public stockholders until the earlier of the completion of a business combination and our
liquidation upon failure to effect a business combination within the allotted time.
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Release of funds
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Except for interest earned on the funds held in the trust account
that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the
earlier of the completion of a business combination (in which case, the proceeds released to us will be net of the funds used
to pay converting or tendering stockholders, as the trustee will directly send the appropriate portion of the amount held
in trust to the converting or tendering stockholders at the time of the business combination) and the liquidation of our trust
account upon failure to effect a business combination within the allotted time.
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The proceeds held in the escrow account would not be released
until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted
time.
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MANAGEMENT
Directors and Executive Officers
Our current directors,
director nominees and executive officers are as follows:
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Name
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Age
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Position
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Paresh Patel
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49
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President, Chief Executive Officer and Director
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Marc Volpe
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45
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Chief Financial Officer
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Sebastiano Cossia Castiglioni
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54
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Chairman of the Board
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Max H. Bazerman
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65
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Director Nominee
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Jaspaul Singh
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48
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Director Nominee
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Gene Baur
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58
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Director Nominee
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Paresh Patel.
Paresh is our co-founder and has been our President, Chief Executive Officer and Director since our inception in August 2020. Paresh
has managed his private investment office, Sandstone Investments, since 2014. From 2005 to 2014, Paresh was the founder and Managing
Partner of Sandstone Capital, an investment fund managing more than $1.0 billion and focused on long-term investments in public
and private companies in Asia. Sandstone invests in a wide range of industries with a focus on pharmaceuticals, financial services
and technology. From 2000 to 2004, Paresh was the founder of Sparta Group, a multi-billion dollar family office. Paresh’s
more notable private investments include Bharat Financial (IPO 2010), A123 Systems (IPO 2009), Tejas Networks (IPO 2014), AU SFB
(IPO 2014), Relicore (acquired by Symantec in 2006), Airvana (IPO 2007), and Flipkart (acquired by Walmart in 2018), Simulate (formerly
NUGGS), VelocityDx, and GrapheneDx. Paresh has served on the board of several public and private businesses in the US and India.
Paresh also served as a director for Harvard Business School India and was an Executive Producer of the 2018 documentary film,
“The Game Changers” that advocates the health benefits of a plant-based diet for high performance athletes as well
as for general population. Paresh received an MBA from the Harvard Business School and a BA from Boston College.
Marc Volpe. Marc
has been our Chief Financial Officer since September 2020. From November 2016 to September 2020, Marc was the Chief Financial officer
of Quantopian, Inc. a financial technology company that operated in the asset management space. From December 2013 to October 2016,
Marc was the Chief Financial Officer of Fort Warren Capital Management, LP, where he assisted in the launch of that firm’s
hedge fund in 2014. He also served as the Chief Compliance Officer at Regiment Capital, a multi-billion dollar credit hedge fund
advisor located in Boston, and was a manager in the audit practice at PricewaterhouseCoopers, where he began his career in 1997.
Marc received his MBA from the Wharton School at the University of Pennsylvania with a concentration in Finance, and a BA from
Bryant University with a concentration in Accounting. He is a Certified Public Accountant.
Sebastiano Cossia
Castiglioni. Sebastiano is our co-founder and has been our chairman of the board since October 2020. He is an entrepreneur,
activist, and advisor to businesses, governments, and nonprofits around the world. For many years, he has been an investor in a
wide range of fields, from bioscience to food, from agriculture to technology. Directly or through his partnerships, Sebastiano
is an investor in over 60 companies in the plant-based food and beverage sector. In December 2017, he founded a private investment
fund, Dismatrix, and has served as its director ever since. In that same year, Sebastiano joined NRS New Reality Solutions, a convergent
innovation platform leveraging bioscience and data science, as a Senior Advisor and an investor. Since April 2019, he has also
been a partner in the Blue Horizon Group, a leading worldwide investor in plant-based companies. Since October of the same year,
he has served as the co-managing partner and director of Dismatrix Group, which focuses on venture capital and private equity investments
across tech, consumer, and food revolutions, including alt-proteins. Sebastiano is also a co-owner and honorary chairman of Querciabella,
a Tuscan organic, biodynamic, and vegan winery that has garnered international acclaim. He recently founded the gluten-free pasta
brand Bontasana, and Skyrunner Foods, a revolutionary baby food company. A longtime animal rights activist, Sebastiano supports
several global nonprofits working to end the exploitation of animals. He serves on the boards of Animal Outlook (since 2018) and
the Culture & Animals Foundation (since 2018) as well as on the advisory boards of the Sea Shepherd Conservation Society (since
2008), Animal Equality (since 2019), the International Anti-Poaching Foundation (since 2020), and Project Coyote (since 2020).
In 2020, Sebastiano founded the Plant-Based Empowerment Foundation, a nonprofit operating in rural Senegal that is dedicated to
providing children and women access to education, healthcare, and nourishing plant-based food. Sebastiano served as advisor to
Italian Prime Minister Matteo Renzi from 2014 to 2016.
Non-Employee Directors
Max H. Bazerman.
Max, who will become our director on the effective date of the registration statement of which this prospectus is a part, has
been a Jesse Isidor Straus Professor of Business Administration at the Harvard Business School since 2000. His recent books
include Better, Not Perfect (2020), The Power of Experiments (2020, with Michael Luca), The Power of Noticing (2014), Judgment
in Managerial Decision Making (2013, with Don Moore), and Blind Spots (2011, with Ann Tenbrunsel) and has published
over 250 papers. Max has been at Harvard Business School since 2000, and before that was a Professor at the Kellogg Graduate School
of Management at Northwestern University (1985-2000), and an Assistant Professor at the Sloan School of Management at MIT (1983-1985),
the School of Management at Boston University (1981-1983), and the Business School at the University of Texas (1979-1980). Max
received an honorary doctorate from the University of London, the Life Achievement Award from the Aspen Institute’s Business
and Society Program, the Distinguished Educator Award from the Academy of Management, the Academy of Management Career Award for
Scholarly Contributions to Management, and the Lifetime Achievement Award from the Organizational Behavior Division of the Academy
of Management. His professional activities include projects with Abbott, Aetna, AIG, Alcar, Alcoa, Allstate, Ameritech, Amgen,
Apax Partners, Asian Development Bank, AstraZeneca, AT&T, Aventis, BASF, Bayer, Becton Dickenson, Biogen, Boston Scientific,
BP, Bristol-Myers Squibb, Business Week, Celtic Insurance, Chevron, Chicago Tribune, City of Chicago, among others. Max’s
consulting, teaching, and lecturing includes work in 30 countries. Dr. Bazerman earned a BS from the Wharton School at the University
of Pennsylvania, MS and Ph.D. from Carnegie-Mellon University.
Jaspaul Singh. Jaspaul,
who will become our director on the effective date of the registration statement of which this prospectus is a part, has served
as the Chairman and CEO of Interon Laboratories, a pre-clinical biotechnology company focused on novel therapeutics in neurobiology
and immunology, since September 2020. Prior to Interon, from 2017 to 2020, Jaspaul was a private investor. From 2013 to 2017, Jaspaul
was the Founder, Managing Partner, and Portfolio Manager of Fort Warren Capital Management, a Boston-based hedge fund that invests
opportunistically long/short across the capital structure in complex, event-driven, distressed, and special situations. Previously,
from 2007 to 2013, Jaspaul was Senior Investment Analyst at Regiment Capital Advisors, a credit hedge fund that was spun out of
Harvard Management Company. While at Regiment, Jaspaul led investments in the basic industrials, paper/packaging, business services,
specialty finance and selected healthcare and consumer sectors. Prior to Regiment, from 2002 to 2006, Jaspaul was a Senior Analyst
at Hammerman Capital Management, a capital structure arbitrage fund. Jaspaul began his career as an Analyst in the Investment Banking
Division of Goldman Sachs. Jaspaul is a member of the National Board of Advisors of the Sikh Coalition, a civil rights advocacy
group. He is also a life member of the Council on Foreign Relations. Jaspaul received his MBA from Harvard University, an MPHIL
from the University of Cambridge (UK), and a BA with Honors from the University of Pennsylvania, where he was a University Scholar.
Gene Baur. Gene,
who will become our director on the effective date of the registration statement of which this prospectus is a part, has
served as the President of Farm Sanctuary since 2002. Co-founded by Gene in 1986, Farm Sanctuary is an advocate for
policies that support animal welfare, animal protection, and veganism. Since the mid-1980s, he has traveled
extensively, campaigning to raise awareness about the abuses of industrialized factory farming and the system of cheap food
production. Gene has published two books, Farm Sanctuary: Changing Hearts and Minds About Animals and Food (Simon and
Schuster, 2008) and Living the Farm Sanctuary Life (Rodale, 2015), which he co-authored with Forks Over Knives author Gene
Stone. Gene received his BA in Sociology from California State University, Northridge and an MA in Agricultural Economics
from Cornell University.
Number and Terms
of Office of Officers and Directors
Upon consummation
of this offering, our board of directors will have five members, three of whom will be deemed “independent” under
SEC and Nasdaq rules. Our board of directors will be divided into three classes with only one class of directors being elected
in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of Gene
Baur and Max Bazerman will expire at our first annual meeting of stockholders. The term of office of the second class of directors,
consisting of Jaspaul Singh and Sebastiano Cossia Castiglioni, will expire at the second annual meeting. The term of office of
the third class of director, Paresh Patel, will expire at our third annual meeting of stockholders. We may not hold an annual
meeting of stockholders until after we consummate our initial business combination.
Our officers are appointed
by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our
board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws
provide that our directors may consist of a chairman of the board, and that our officers may consist of chief executive officer,
president, chief financial officer, executive vice president(s), vice president(s), secretary, treasurer and such other officers
as may be determined by the board of directors.
Executive Compensation
No executive officer
has received any cash compensation for services rendered to us. Commencing on the date of this prospectus through the completion
of our initial business combination with a target business, we will pay to Natural Order Sponsor LLC a fee of $10,000 per month
for providing us with office space and certain office and secretarial services. However, pursuant to the terms of such agreement,
we may delay payment of such monthly fee upon a determination by our audit committee that we lack sufficient funds held outside
the trust to pay actual or anticipated expenses in connection with our initial business combination. Any such unpaid amount will
accrue without interest and be due and payable no later than the date of the consummation of our initial business combination.
Other than the $10,000 per month administrative fee, no compensation or fees of any kind, including finder’s fees, consulting
fees and other similar fees, will be paid to our insiders or any of the members of our management team, for services rendered
prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that
it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with
activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target
businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective
target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided,
however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income
earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business
combination.
After our initial
business combination, members of our management team who remain with us may be paid consulting, management or other fees from
the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation
materials furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of a stockholder
meeting held to consider our initial business combination, as it will be up to the directors of the post-combination business
to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its
determination in a Current Report on Form 8-K, as required by the SEC.
Director Independence
Nasdaq listing standards
require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent
directors and that a majority of our board of directors be independent. An “independent director” is defined generally
as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent
judgment in carrying out the responsibilities of a director. Our Board of Directors had determined that Jaspaul Singh, Max Bazerman
and Gene Baur are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our
independent directors will have regularly scheduled meetings at which only independent directors are present.
We will only enter
into a business combination if it is approved by a majority of our independent directors. Additionally, we will only enter into
transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than could
be obtained from independent parties. Any related-party transactions must be approved by our audit committee and a majority of
our uninterested “independent directors,” or the disinterested directors who do not have an interest in the transaction.
We will not enter into any such transaction unless our audit committee and a majority of our disinterested and independent directors
determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect
to such a transaction from unaffiliated third parties.
Audit Committee
Effective as of the
date of this prospectus, we will establish an audit committee of the board of directors, which will consist of Jaspaul Singh,
Max Bazerman and Gene Baur, each of whom is an independent director. Jaspaul Singh will serve as chairman of the audit committee.
The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:
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reviewing and discussing with management and the independent
registered public accounting firm the annual audited financial statements, and recommending to the board whether the audited financial
statements should be included in our Form 10-K;
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discussing with management and the independent registered public
accounting firm significant financial reporting issues and judgments made in connection with the preparation of our financial
statements;
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discussing with management major risk assessment and risk management
policies;
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monitoring the independence of the independent registered public
accounting firm;
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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;
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reviewing and approving all related-party transactions;
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inquiring and discussing with management our compliance with
applicable laws and regulations;
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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;
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appointing or replacing the independent registered public accounting
firm;
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determining the compensation and oversight of the work of the
independent registered public accounting firm (including resolution of disagreements between management and the independent registered
public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
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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; and
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approving reimbursement of expenses incurred by our management
team in identifying potential target businesses.
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Financial Experts on Audit Committee
The audit committee
will at all times be composed exclusively of “independent directors” who are “financially literate” as
defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able
to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash
flow statement.
In addition, we must
certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in
finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results
in the individual’s financial sophistication. The board of directors has determined that Jaspaul Singh qualifies as an “audit
committee financial expert,” as defined under rules and regulations of the SEC.
Nominating Committee
Effective as of the
date of this prospectus, we will establish a nominating committee of the board of directors, which will consist of Jaspaul Singh,
Max Bazerman and Gene Baur, each of whom is an independent director under Nasdaq’s listing standards. Gene Baur is the chairperson
of the nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to
serve on our board of directors. The nominating committee considers persons identified by its members, management, stockholders,
investment bankers and others.
Guidelines for Selecting Director Nominees
The guidelines for
selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:
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should have
demonstrated notable or significant achievements in business, education or public service;
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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
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should have
the highest ethical standards, a strong sense of professionalism and intense dedication
to serving the interests of the stockholders.
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The nominating committee
will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism
in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain
skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating
committee does not distinguish among nominees recommended by stockholders and other persons.
Compensation Committee
Effective as of the
date of this prospectus, we will establish a compensation committee of the board of directors consisting of Jaspaul Singh, Max
Bazerman and Gene Baur, each of whom is an independent director. Jaspaul Singh will serve as chairman of the compensation committee.
The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited
to:
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reviewing and approving on an annual basis the corporate goals
and objectives relevant to our President and Chief Executive Officer’s compensation, evaluating our President and Chief
Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our President and Chief Executive Officer based on such evaluation;
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reviewing and approving the compensation of all of our other
officers;
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reviewing our executive compensation policies and plans;
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implementing and administering our incentive compensation equity-based
remuneration plans;
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assisting management in complying with our proxy statement and
annual report disclosure requirements;
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approving all special perquisites, special cash payments and
other special compensation and benefit arrangements for our officers and employees;
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producing a report on executive compensation to be included
in our annual proxy statement; and
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reviewing, evaluating and recommending changes, if appropriate,
to the remuneration for directors.
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The Compensation Committee
Charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of
the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel
or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required
by Nasdaq and the SEC.
Compensation Committee Interlocks and
Insider Participation
None of our directors
who will serve as members of our compensation committee will be one of our officers or employees. None of our officers will serve
as a member of the compensation committee of any other entity that has one or more officers serving on our board of directors.
None of our officers will serve as a member of the board of directors of any other entity that has one or more officers serving
on our compensation committee.
Advisors to the Board of Directors
We intend to appoint Tracye McQuirter
and Susan Vitka as our advisors to the Board, and their appointment shall take place upon closing of this offering. Such individuals
will assist our management team with sourcing and evaluating business opportunities and devising plans and strategies to optimize
any business that we acquire following the consummation of this offering. The advisors are neither paid nor reimbursed for any
out-of-pocket expenses in connection with the search of acquisition targets before or after the consummation of our initial business
combination. We have not currently entered into any formal arrangements or agreements with the members of our advisory board to
provide services to us and they will have no fiduciary obligations to present business opportunities to us.
Tracye McQuirter is an American public
health nutritionist, vegan activist, author, and speaker. She is the author of the book Ageless Vegan and the national best-seller
By Any Greens Necessary, which established her as one of the most influential vegans in the country. She directed the first federally
funded vegan nutrition program in the U.S., the Vegetarian Society of DC Eat Smart Program, from 2004 to 2009. She also created
the first vegan cooking and lecture series at Whole Foods stores. Her work has appeared in The New York Times, The Washington Post,
USA Today, Essence, Bon Appetit, Ebony, VegNews, The Huffington Post, and many more. McQuirter was inducted into the U.S. Animal
Rights Hall of Fame and PBS named her a “Woman Thought Leader” in 2019. She was also named a national food hero changing
the way America eats for the better by Vegetarian Times and is the recipient of multiple awards for her public health nutrition
and vegan advocacy.
Susan Vitka brings more than three decades
of experience as a strategic financial adviser to clients in the private and social benefit sectors. Her clients have consisted
of startups, Fortune 100 companies, and sovereign wealth funds, among others. She is an active early stage investor and adviser,
with particular interest in life sciences, nutrition and agriculture, and the environment. Susan has served on numerous boards
in the U.S. and abroad, including those of Women for Women International, Women for Women International UK (as founding chair),
Physicians for Human Rights, the Environmental Film Festival in the Nation’s Capital, and several family foundations.
Code of Ethics
Effective upon consummation
of this offering, we will adopt a code of ethics that applies to all of our officers, directors and employees. The code of ethics
codifies the business and ethical principles that govern all aspects of our business.
Conflicts of Interest
Investors should be
aware of the following potential conflicts of interest:
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None of our officers and directors is required to commit their
full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business
activities.
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In the course of their other business activities, our officers
and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company
as well as the other entities with which they are affiliated. Our officers and directors may have conflicts of interest in
determining to which entity a particular business opportunity should be presented.
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Our officers and directors may in the future become affiliated
with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted
by our company.
|
|
|
●
|
Unless we consummate our initial business combination, our officers,
directors and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent
that such expenses exceed the amount of available proceeds not deposited in the trust account.
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|
|
●
|
The insider shares beneficially owned by our officers and directors
will be released from escrow only if our initial business combination is successfully completed. Additionally, if we are unable
to complete an initial business combination within the required time frame, our officers and directors will not be entitled
to receive any amounts held in the trust account with respect to any of their insider shares or private warrants. Furthermore,
Natural Order Sponsor LLC has agreed that the private warrants will not be sold or transferred by it until after we have completed
our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether
a particular target business is an appropriate business with which to effect our initial business combination.
|
In general, officers
and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities
to a corporation if:
|
|
●
|
the corporation could financially undertake the opportunity;
|
|
|
●
|
the opportunity is within the corporation’s line of business;
and
|
|
|
●
|
it would not be fair to the corporation and its stockholders
for the opportunity not to be brought to the attention of the corporation.
|
Accordingly, as a
result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting
business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides
that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where
the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to
minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our
independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or entity,
any suitable opportunity to acquire a target business, until the earlier of: (1) our consummation of an initial business combination
and (2) 24 months from the date of this prospectus. This agreement is, however, subject to any pre-existing fiduciary and contractual
obligations such officer or director may from time to time have to another entity. Accordingly, if any of them becomes aware of
a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual
obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity
to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the pre-existing
fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete our
business combination because in most cases the affiliated companies are closely held entities controlled by the officer or director
or the nature of the affiliated company’s business is such that it is unlikely that a conflict will arise.
The following table summarizes the current
material pre-existing fiduciary or contractual obligations of our officers and directors:
|
Name of Individual
|
|
Name of Affiliated Company
|
|
Entity’s Business
|
|
Affiliation
|
|
Paresh Patel
|
|
Sandstone Investments
|
|
Private Investments
|
|
Owner and Manager
|
|
|
|
|
|
|
|
|
|
Sebastiano Cossia Castiglioni
|
|
Dismatrix
|
|
Venture Capital
|
|
Co-Managing Partner
|
|
|
|
Blue Horizon Group
|
|
Investor in plant based companies
|
|
Partner
|
|
|
|
|
|
|
|
|
|
Jaspaul Singh
|
|
Interon Laboratories
|
|
Biotechnology
|
|
Chairman and Chief Executive Officer
|
We have agreed not
to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Further,
our insiders, including our officers and directors, have agreed to vote any shares of common stock held by them in favor of our
initial business combination. In addition, they have agreed to waive their respective rights to receive any amounts held in the
trust account with respect to their insider shares if we are unable to complete our initial business combination within the required
time frame. If they purchase shares of common stock in this offering or in the open market, however, they would be entitled to
receive their pro rata share of the amounts held in the trust account with respect to these shares if we are unable to complete
our initial business combination within the required time frame, but have agreed not to convert such shares in connection with
the consummation of our initial business combination.
All ongoing and future
transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to
be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by
our audit committee and a majority of our disinterested and independent directors, in either case who had access, at our expense,
to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority
of our disinterested and independent directors determine that the terms of such transaction are no less favorable to us than those
that would be available to us with respect to such a transaction from unaffiliated third parties.
To further minimize
conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with
any of our officers, directors or other insiders, unless we have obtained (i) an opinion from an independent investment banking
or accounting firm as to the fair market value of the target business and that the business combination is fair to our unaffiliated
stockholders from a financial point of view, (ii) the approval by our audit committee and (iii) the approval of a majority of
our disinterested and independent directors. In no event will our insiders or any of the members of our management team be paid
any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate,
the consummation of our initial business combination (regardless of the type of transaction that it is).
Limitation on Liability and Indemnification
of Directors and Officers
Our certificate of
incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware
law as it now exists or may in the future be amended. In addition, our certificate of incorporation provides that our directors
will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated
their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful
payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions
as directors. Notwithstanding the foregoing, as set forth in our certificate of incorporation, such indemnification will not extend
to any claims our insiders may make to us to cover any loss that they may sustain as a result of their agreement to pay debts
and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted
for or products sold to us as described elsewhere in this prospectus. We will enter into indemnity agreements with each of our
officers and directors. These agreements will require us to indemnify these individuals to the fullest extent permitted under
Delaware law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Our bylaws also will
permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions,
regardless of whether Delaware law would permit indemnification. We will purchase a policy of directors’ and officers’
liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in
some circumstances and insures us against our obligations to indemnify the directors and officers.
These provisions may
discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also
may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and
experienced directors and officers.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table
sets forth information regarding the beneficial ownership of our shares of common stock as of the date of this prospectus and
as adjusted to reflect the sale of our shares of common stock included in the units offered by this prospectus (assuming none
of the individuals listed purchase units in this offering), by:
|
|
●
|
each person
known by us to be the beneficial owner of more than 5% of our issued and outstanding
shares of common stock;
|
|
|
●
|
each of our
officers and directors; and
|
|
|
●
|
all of our
officers and directors as a group.
|
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock
beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock
issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of the date of this prospectus.
|
|
|
Prior to Offering
|
|
After Offering(2)
|
|
Name and Address of Beneficial Owner(1)
|
|
Amount
and Nature of
Beneficial
Ownership
|
|
Approximate
Percentage of
Outstanding
Shares of
Common
Stock
|
|
Amount
and Nature of
Beneficial
Ownership
|
|
Approximate
Percentage of
Outstanding Shares
of Common
Stock
|
|
Natural Order Sponsor LLC(3)
|
|
|
7,187,500
|
|
|
|
100
|
%
|
|
|
6,250,000
|
|
|
|
20
|
%
|
|
Paresh Patel(3), (4)
|
|
|
7,187,500
|
|
|
|
100
|
%
|
|
|
6,250,000
|
|
|
|
20
|
%
|
|
Marc Volpe
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Sebastiano Cossia Castiglioni(3), (4)
|
|
|
7,187,500
|
|
|
|
100
|
%
|
|
|
6,250,000
|
|
|
|
20
|
%
|
|
Max H. Bazerman
|
|
|
-
|
|
|
|
-
|
|
|
|
--
|
|
|
|
-
|
|
|
Jaspaul Singh
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Gene Baur
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Officers and Directors as a Group (6 persons)
|
|
|
7,187,500
|
|
|
|
100.0
|
%
|
|
|
6,250,000
|
|
|
|
20.0
|
%
|
|
|
(1)
|
Unless
otherwise indicated, the business address of each of the individuals is c/o Natural Order
Acquisition Corp., 30 Colpitts Road, Weston, MA 02493.
|
|
|
(2)
|
Assumes
no exercise of the over-allotment option and, therefore, an aggregate of 937,500 shares
of common stock held by our initial stockholders are forfeited.
|
|
|
(3)
|
Consists
of shares of common stock owned by Natural Order Sponsor LLC, for which Paresh Patel
and Sebastiano Cossia Castiglioni are the managing members.
|
|
|
(4)
|
Paresh
Patel and Sebastiano Cossia Castiglioni are the managing members of Natural Order
Sponsor LLC.
|
Immediately after this offering,
our initial stockholders will beneficially own 20% of the then issued and outstanding shares of common stock (assuming none of
them purchase any units offered by this prospectus). Our initial stockholders, officers and directors may purchase securities in
this offering. Because of the ownership block held by our initial stockholders, such individuals may be able to effectively exercise
control over all matters requiring approval by our stockholders, including the election of directors and approval of significant
corporate transactions other than approval of our initial business combination.
If the underwriters
do not exercise all or a portion of the over-allotment option, our initial stockholders will have up to an aggregate 937,500 shares
of common stock subject to forfeiture. Only a number of shares necessary to maintain our initial stockholders’ collective
20% ownership interest in our shares of common stock after giving effect to the offering and the exercise, if any, of the underwriters’
over-allotment option will be forfeited.
All of the insider
shares issued and outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer &
Trust Company, as escrow agent, until (1) with respect to 50% of the insider shares, the earlier of six months after the date
of the consummation of our initial business combination and the date on which the closing price of our common stock equals or
exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any
20 trading days within any 30-trading day period following the closing of our initial business combination and (2) with respect
to the remaining 50% of the insider shares, six months after the date of the closing of our initial business combination, or earlier,
in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other
similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or
other property. Up to 937,500 of the insider shares may also be released from escrow earlier than this date for forfeiture and
cancellation if the over-allotment option is not exercised in full as described above.
During the escrow
period, the holders of these shares will not be able to sell or transfer their securities except (1) to any persons (including
their affiliates and stockholders) participating in the private placement of the private warrants, officers, directors, stockholders,
employees and members of our sponsor and its affiliates, (2) amongst initial stockholders or to our officers, directors and employees,
(3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide
gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s
immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant
to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of
our securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9)
for the cancellation of up to 937,500 shares of common stock subject to forfeiture to the extent that the underwriters’
over-allotment is not exercised in full or in part or in connection with the consummation of our initial business combination,
in each case (except for clause 9 or with our prior consent) where the transferee agrees to the terms of the escrow agreement
and the insider letter, but will retain all other rights as our stockholders, including, without limitation, the right to vote
their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares
of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate
the trust account, none of our initial stockholders will receive any portion of the liquidation proceeds with respect to their
insider shares.
Natural Order Sponsor
LLC, an entity affiliated with some of our directors, has committed to purchase from us an aggregate of 7,200,000 (or 7,950,000
if the over-allotment option is exercised in full) private warrants at $1.00 per private warrant for a total purchase price of
$7,200,000 (or $7,950,000 if the over-allotment option is exercised in full). Each private warrant is exercisable for one-half
share of common stock at an exercise price of $11.50 per share. These purchases will take place on a private placement basis simultaneously
with the consummation of this offering. Of the $7,200,000 we will receive from the sale of the private warrants, $5,700,000 will
be used for offering expenses and $1,500,000 will be used for working capital (or $6,450,000 will be used for offering expenses
and $1,500,000 will be used for working capital if the over-allotment option is exercised in full). If we do not complete our
initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private warrants
will be included in the liquidating distribution to the holders of our public shares. The private warrants will be identical to
the public warrants underlying the units being offered by this prospectus except that such private warrants will be exercisable
for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not
effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they
are still held by the initial purchasers or their affiliates.
In order to meet our
working capital needs following the consummation of this offering, our initial stockholders, officers and directors or their affiliates
may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their
sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business
combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation
of our business combination into additional private warrants to purchase shares of common stock at a conversion price of $1.00
per private warrant (which, for example, would result in the holders being issued private warrants to purchase 500,000 shares
of common stock if $500,000 of notes were so converted). Such private warrants will be identical to the private warrants to be
issued at the closing of this offering. Our stockholders have approved the issuance of the private warrants (and underlying securities)
upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial
business combination.
Natural Order Sponsor
LLC is our “promoter,” as that term is defined under the federal securities laws.
CERTAIN TRANSACTIONS
In August 2020, Mr.
Paresh Patel and Mr. Sebastiano Cossia Castiglioni and/or their respective affiliates purchased 7,187,500 shares for an aggregate
purchase price of $25,000, which we refer to herein as “founder shares” or “insider shares.” The founder
shares include an aggregate of up to 937,500 shares that are subject to forfeiture to the extent that the underwriters’
over-allotment option is not exercised in full or in part.
If the underwriters
do not exercise all or a portion of their over-allotment option, our initial stockholders have agreed that up to an aggregate
of 937,500 shares of common stock in proportion to the portion of the over-allotment option that was not exercised are subject
to forfeiture and would be immediately cancelled.
If the underwriters
determine the size of the offering should be increased (including pursuant to Rule 462(b) under the Securities Act) or decreased,
a share dividend or a contribution back to capital, as applicable, would be effectuated in order to maintain our initial stockholder’s
ownership at 20% of the issued and outstanding shares of common stock upon the closing of this offering.
Natural Order Sponsor
LLC, an entity affiliated with some of our directors, has committed to purchase from us an aggregate of 7,200,000 (or 7,950,000
if the over-allotment option is exercised in full) private warrants at $1.00 per private warrant for a total purchase price of
$7,200,000 (or $7,950,000 if the over-allotment option is exercised in full). Each private warrant is exercisable for one-half
share of common stock at an exercise price of $11.50 per share. These purchases will take place on a private placement basis simultaneously
with the consummation of this offering. Of the $7,200,000 we will receive from the sale of the private warrants, $5,700,000 will
be used for offering expenses and $1,500,000 will be used for working capital (or $6,450,000 will be used for offering expenses
and $1,500,000 will be used for working capital if the over-allotment option is exercised in full). If we do not complete our
initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private warrants
will be included in the liquidating distribution to the holders of our public shares. The private warrants are identical to the
warrants sold as part of the public units in this offering except that the private warrants will be non-redeemable and may be
exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.
In order to meet our
working capital needs following the consummation of this offering, our initial stockholders, officers and directors or their affiliates
may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their
sole discretion. Each loan would be evidenced by a promissory note. The notes would be paid upon consummation of our initial business
combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation
of our business combination into additional private warrants to purchase shares of common stock at a conversion price of $1.00
per private warrant (which, for example, would result in the holders being issued private warrants to purchase 500,000 shares
of common stock if $500,000 of notes were so converted). Such private warrants will be identical to the private warrants to be
issued at the closing of this offering. Our stockholders have approved the issuance of the private warrants (and underlying securities)
upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial
business combination.
The holders of our
insider shares issued and outstanding on the date of this prospectus, as well as the holders of the private warrants (and all
underlying securities), will be entitled to registration and stockholder rights pursuant to an agreement to be signed prior to
or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands
that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights
at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed
subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing
of any such registration statements.
We will reimburse
our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities
on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on
the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available
proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses
would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve
all reimbursements and payments made to any initial stockholder or member of our management team, or our or their respective affiliates,
and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors,
with any interested director abstaining from such review and approval.
No compensation or
fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial
stockholders, officers or directors, or to any of their respective affiliates, prior to or with respect to the business combination
(regardless of the type of transaction that it is).
All ongoing and future
transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to
be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by
our audit committee and a majority of our disinterested and independent directors, in either case who had access, at our expense,
to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority
of our disinterested and independent directors determine that the terms of such transaction are no less favorable to us than those
that would be available to us with respect to such a transaction from unaffiliated third parties.
Related Party Policy
Our Code of Ethics,
which we will adopt upon consummation of this offering, will require us to avoid, wherever possible, all related party transactions
that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or
the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or
may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive
officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate
family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other
than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation
can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.
Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result
of his or her position.
Our audit committee,
pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter
into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective
affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such
transactions will require prior approval by our audit committee and a majority of our disinterested and independent directors,
in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such
transaction unless our audit committee and a majority of our disinterested and independent directors determine that the terms
of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from
unaffiliated third parties. Additionally, we require each of our directors and officers to complete a directors’ and officers’
questionnaire that elicits information about related party transactions.
These procedures are
intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict
of interest on the part of a director, employee or officer.
To further minimize
conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with
any of our officers, directors or other insiders, unless we have obtained (i) an opinion from an independent investment banking
or accounting firm as to the fair market value of the target business and that the business combination is fair to our unaffiliated
stockholders from a financial point of view, (ii) the approval by our audit committee and (iii) the approval of a majority of
our disinterested and independent directors. In no event will our insiders or any of the members of our management team be paid
any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate,
the consummation of our initial business combination (regardless of the type of transaction that it is).
DESCRIPTION OF SECURITIES
General
Pursuant to our amended
certificate of incorporation, our authorized capital stock will consist of 100,000,000 shares of common stock, par value $0.0001,
and 1,000,000 shares of preferred stock, par value $0.0001. As of the date of this prospectus, 7,187,500 shares of common stock
are issued and outstanding, held by our sponsor. No preferred shares are issued or outstanding.
Units
Each unit consists
of one share of common stock and one warrant. Each warrant entitles the holder thereof to purchase one-half share of common stock
at a price of $11.50 per whole share, subject to adjustment as described in this prospectus. Each warrant will become exercisable
on the later of one year after the effective date of the registration statement of which this prospectus forms a part or upon
the consummation of an initial business combination, and will expire five years after the completion of an initial business combination,
or earlier upon redemption.
Each of the shares
of common stock and warrants may trade separately on the 90th day after the date of this prospectus unless the representatives
determine that an earlier date is acceptable (based upon, among other things, their assessment of the relative strengths of the
securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in
particular). In no event will the underwriters allow separate trading of the shares of common stock and warrants until we file
an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form
8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to
take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of
the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus.
If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new
Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in
the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if the representatives have allowed separate
trading of the shares of common stock and warrants prior to the 90th day after the date of this prospectus.
Common Stock
Our holders of record
of our common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection
with any vote held to approve our initial business combination, our insiders, officers and directors, have agreed to vote their
respective shares of common stock owned by them immediately prior to this offering, including the insider shares and any shares
acquired in this offering or following this offering in the open market, in favor of the proposed business combination.
We will consummate
our initial business combination only if public stockholders do not exercise conversion rights in an amount that would cause our
net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor
of the business combination.
Pursuant to our certificate
of incorporation, if we do not consummate our 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 outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our insiders have agreed to
waive their rights to share in any distribution with respect to their insider shares.
Our stockholders have
no conversion, preemptive or other subscription rights and there are no sinking fund applicable to the shares of common stock
or redemption provisions, except that: (i) public stockholders have the right to sell their shares to us in any tender offer or
have their shares of common stock converted to cash equal to their pro rata share of the trust account if they vote on the proposed
business combination and the business combination is completed; and (ii) if we hold a stockholder vote to amend any provisions
of our certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the
substance or timing within which we have to complete a business combination), we will provide our public stockholders with the
opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, in connection with
any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the trust account promptly
following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the
business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.
Preferred Stock
There are no shares
of preferred stock outstanding. No shares of preferred stock are being issued or registered in this offering. Accordingly, our
board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. However,
the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any
manner in the proceeds of the trust account, or which votes as a class with the common stock on our initial business combination.
We may issue some or all of the preferred stock to effect our initial business combination. In addition, the preferred stock could
be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend
to issue any shares of preferred stock, we reserve the right to do so in the future.
Warrants
No warrants are currently
outstanding. Each warrant entitles the registered holder to purchase one-half share of common stock at a price of $11.50 per whole
share, subject to adjustment as discussed below, at any time commencing on the later of one year after the effective date of the
registration statement of which this prospectus forms a part or upon the consummation of an initial business combination. However,
no public warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares
of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding
the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is
not effective within 120 days from the closing of our initial business combination, warrant holders may, until such time as there
is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants
will expire five years from the closing of our initial business combination at 5:00 p.m., New York City time.
The private warrants
will be identical to the public warrants underlying the units being offered by this prospectus except that such private warrants
will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such
warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case
so long as they are still held by the initial purchasers or their affiliates.
We may call the outstanding
warrants for redemption (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant:
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at any time
while the warrants are exercisable,
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upon not
less than 30 days’ prior written notice of redemption to each warrant holder,
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if, and only
if, the reported last sale price of the shares of common stock equals or exceeds $16.50
per share, for any 20 trading days within a 30-day trading period ending on the third
business day prior to the notice of redemption to warrant holders, and
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if, and only
if, there is a current registration statement in effect with respect to the shares of
common stock underlying such warrants at the time of redemption and for the entire 30-day
trading period referred to above and continuing each day thereafter until the date of
redemption.
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The right to exercise
will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the
redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s
warrant upon surrender of such warrant.
The redemption criteria
for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial
exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so
that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.
If we call the warrants
for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to
do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants
for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of
common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair
market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported
last sale price of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their
warrants on a “cashless basis” will depend on a variety of factors including the price of our common shares at the
time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.
The warrants will
be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,
and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure
any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority
of the then outstanding warrants in order to make any change that adversely affects the interests of the registered holders.
The exercise price
and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in
the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation.
In addition, if (x)
we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the
closing of our initial business combination at an issue price or effective issue price of less than $9.50 per share of common
stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case
of any such issuance to our founders or their affiliates, without taking into account any founder shares held by our founders
or their affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on
the date of the completion of our initial business combination (net of redemptions), and (z) the Market Value of our common stock
during the 20 trading day period starting on the trading day prior to the consummation of our initial business combination is
below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market
Value, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to
165% of the Market Value.
The warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with
the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment
of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant
holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their
warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each
holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Except as described
above, no public warrants will be exercisable for cash and we will not be obligated to issue shares of common stock unless at
the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of
the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities
laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use
our best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable
upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so
and, if we do not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants,
holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus
relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the common stock is not
qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required
to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited
and the warrants may expire worthless.
Warrant holders may
elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able
to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess
of 9.9% of the shares of common stock outstanding.
No fractional shares
will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares to be issued to the warrant
holder.
Contractual Arrangements with respect to the Certain
Warrants
We have agreed that
so long as the private warrants are still held by the initial purchasers or their affiliates, we will not redeem such warrants
and we will allow the holders to exercise such warrants on a cashless basis (even if a registration statement covering the shares
of common stock issuable upon exercise of such warrants is not effective). However, once any of the foregoing warrants are transferred
from the initial purchasers or their affiliates, these arrangements will no longer apply. Furthermore, because the private warrants
will be issued in a private transaction, the holders and their transferees will be allowed to exercise the private warrants for
cash even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective
and receive unregistered shares of common stock.
Dividends
We have not paid any
cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial conditions subsequent to completion of a business combination. The payment of any dividends subsequent to
a business combination will be within the discretion of our then board of directors. It is the present intention of our board
of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate
declaring any dividends in the foreseeable future.
Our Transfer Agent and Warrant Agent
The transfer agent
for our shares of common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State Street,
30th Floor, New York, New York 10004.
Certain Anti-Takeover Provisions of Delaware Law and our
Certificate of Incorporation and Bylaws
We have opted out
of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions providing
that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year
period following the time that the stockholder became an interested stockholder, unless:
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prior to
such time, our board of directors approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder;
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upon consummation
of the transaction that resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of our voting stock outstanding at the
time the transaction commenced, excluding certain shares; or
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at or subsequent
to that time, the business combination is approved by our board of directors and by the
affirmative vote of holders of at least 66 2/3% of the outstanding voting stock that
is not owned by the interested stockholder.
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Generally, a “business
combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with
that person’s affiliates and associates, owns, or within the previous three years owned, 20% or more of our voting stock.
Under certain circumstances,
this provision will make it more difficult for a person who would be an “interested stockholder” to effect various
business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring
our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided
if our board of directors approves either the business combination or the transaction which results in the stockholder becoming
an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make
it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Our amended and restated
certificate of incorporation provides that our sponsor and its respective affiliates, any of their respective direct or indirect
transferees of at least 20% of our outstanding common stock and any group as to which such persons are party to, do not constitute
“interested stockholders” for purposes of this provision.
Special meeting of stockholders
Our bylaws provide
that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our chief executive
officer or by our chairman.
Advance notice requirements for stockholder proposals and
director nominations
Our bylaws provide
that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be delivered to our principal executive offices not later than the close of business on the 90th
day nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual meeting of
stockholders. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These
provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations
for directors at our annual meeting of stockholders.
Authorized but unissued shares
Our authorized but
unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized
for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit
plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or
discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Exclusive forum for certain lawsuits
Our amended and restated
certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court
of Chancery shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding
brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee
or agent of our company to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3)
action asserting a claim against our company or any director or officer of our company arising pursuant to any provision of the
DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any
director or officer of our company governed by the internal affairs doctrine except for, as to each of (1) through (4) above,
any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction
of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within
ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court
of Chancery, or (C) arising under the federal securities laws, including the Securities Act as to which the Court of Chancery
and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding
the foregoing, the inclusion of such provision in our amended and restated certificate of incorporation will not be deemed to
be a waiver by our stockholders of our obligation to comply with federal securities laws, rules and regulations, and the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America shall be the sole and exclusive forum. Although we believe
this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which
it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. Furthermore, the enforceability
of choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings,
and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.
SECURITIES ELIGIBLE
FOR FUTURE SALE
Immediately after
this offering, we will have 31,250,000 shares of common stock issued and outstanding, or 35,937,500 shares of common stock if
the over-allotment option is exercised in full. Of these shares, the 25,000,000 shares sold in this offering, or 28,750,000 shares
if the over-allotment option is exercised in full, will be freely tradable without restriction or further registration under the
Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act
(“Rule 144”). All of the remaining shares are restricted securities under Rule 144, in that they were issued in private
transactions not involving a public offering. All of those shares will not be transferable except in limited circumstances described
elsewhere in this prospectus.
Rule 144
A person who has beneficially
owned restricted shares of common stock or warrants for at least six months would be entitled to sell their securities provided
that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding,
a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
Persons who have beneficially owned restricted shares of common stock for at least six months but who are our affiliates at the
time of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person
would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:
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1% of the
number of shares of common stock then issued and outstanding, which will equal 312,500
shares immediately after this offering (or 359,375 shares if the over-allotment option
is exercised in full); and
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The average
weekly trading volume of the shares of common stock during the four calendar weeks preceding
the filing of a notice on Form 144 with respect to the sale.
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Sales under Rule 144
are also limited by manner of sale provisions and notice requirements and to the availability of current public information about
us.
Restrictions on the Use of Rule 144 by Shell Companies or
Former Shell Companies
Historically, the
SEC staff had taken the position that Rule 144 is not available for the resale of securities initially issued by companies that
are, or previously were, blank check companies, like us. The SEC has codified and expanded this position by prohibiting the use
of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or
any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition,
however, if the following conditions are met:
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the issuer
of the securities that was formerly a shell company has ceased to be a shell company;
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the issuer
of the securities is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act;
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the issuer
of the securities has filed all Exchange Act reports and material required to be filed,
as applicable, during the preceding 12 months (or such shorter period that the issuer
was required to file such reports and materials), other than Form 8-K reports; and
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at least
one year has elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company.
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As a result, it is
likely that pursuant to Rule 144, our initial stockholders will be able to sell their insider shares freely without registration
one year after we have completed our initial business combination assuming they are not an affiliate of ours at that time.
Registration and Stockholder Rights
The holders of our
insider shares issued and outstanding on the date of this prospectus, as well as the holders of the private warrants (and underlying
securities), will be entitled to registration and stockholder rights pursuant to an agreement to be signed prior to or on the
effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that we
register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at
any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders
of a majority of the private warrants (and underlying securities) can elect to exercise these registration rights at any time
after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a
discussion of certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of our units,
shares of common stock and warrants, which we refer to collectively as our securities. Because the components of a unit are separable
at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner
of the underlying common stock and warrant components of the unit. As a result, the discussion below with respect to actual holders
of common stock and warrants should also apply to holders of units (as the deemed owners of the underlying common stock and warrants
that comprise the units). This discussion applies only to securities that are held as capital assets for U.S. federal income tax
purposes and is applicable only to holders who purchased units in this offering.
This discussion is
a summary only and does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances,
including but not limited to the alternative minimum tax, the Medicare contribution tax on certain net investment income, the
application of Section 451(b) of the Internal Revenue Code of 1986, as amended (the “Code”), which may require the
timing of income accruals of certain persons to conform to their financial statements, and the different consequences that may
apply if you are subject to special rules that apply to certain types of investors, including but not limited to:
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financial
institutions or financial services entities;
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governments
or agencies or instrumentalities thereof;
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regulated
investment companies;
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real estate
investment trusts;
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certain former
U.S. citizens or long-term residents;
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persons that
actually or constructively own five percent or more of our voting shares;
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dealers or
traders subject to a mark-to-market method of accounting with respect to the securities;
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persons holding
the securities as part of a “straddle,” hedge, integrated transaction or
similar risk reduction transaction;
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U.S. holders
(as defined below) whose functional currency is not the U.S. dollar;
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partnerships
or other pass-through entities for U.S. federal income tax purposes and any beneficial
owners of such entities; and
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If you are a partnership
or other entity or arrangement treated as a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment
of your partners, members or other beneficial owners will generally depend on the status of such partners, members or beneficial
owners and your activities. If you are a partner, member or other beneficial owner of a partnership holding our securities, you
are urged to consult your tax advisor regarding the tax consequences of the ownership and disposition of our securities.
This discussion is
based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations
as of the date hereof, which are subject to change, possibly on a retroactive basis, and changes to any of which subsequent to
the date of this prospectus may affect the tax consequences described herein. This discussion does not address any aspect of state,
local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes).
We have not sought,
and will not seek, a ruling from the Internal Revenue Service (the “IRS”), as to any U.S. federal income tax consequence
described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there
can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect
the accuracy of the statements in this discussion. You are urged to consult your tax advisor with respect to the application of
U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local
or foreign jurisdiction.
Personal Holding
Company Status
We could be subject
to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal holding company
(“PHC”) for U.S. federal income tax purposes. A U.S. corporation generally will be classified as a PHC for U.S. federal
income tax purposes in a given taxable year if (i) at any time during the last half of such taxable year, five or fewer
individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such
as certain tax-exempt organizations, pension funds and charitable trusts) own or are deemed to own (pursuant to certain constructive
ownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation’s adjusted
ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which
generally includes, among other things, dividends, interest, certain royalties, annuities and, under certain circumstances, rents).
At least 60% of our
adjusted ordinary gross income may consist of PHC income, depending on the date and size of our initial business combination.
In addition, depending on the concentration of our stock in the hands of individuals, including the members of our sponsor and
certain tax-exempt organizations, pension funds and charitable trusts, more than 50% of our stock may be owned or deemed owned
(pursuant to the constructive ownership rules) by such persons during the last half of a taxable year. Thus, no assurance can
be given that we will not be a PHC following this offering or in the future. If we are or were to become a PHC in a given taxable
year, we would be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, which generally includes our
taxable income, subject to certain adjustments.
Allocation of Purchase Price and Characterization
of a Unit
No statutory, administrative
or judicial authority directly addresses the treatment of a unit or instruments similar to a unit for U.S. federal income tax
purposes and, therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income
tax purposes as the acquisition of one share of our common stock and one warrant to acquire one-half of one share of our common
stock. For U.S. federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such
unit between the one share of common stock and the one warrant based on the relative fair market value of each at the time of
issuance. Under U.S. federal income tax law, each investor must make his or her own determination of such value based on all the
relevant facts and circumstances. Therefore, we strongly urge each investor to consult his or her tax adviser regarding the determination
of value for these purposes. The price allocated to each share of common stock and the one warrant should be the stockholder’s
tax basis in such share or warrant, as the case may be. Any disposition of a unit should be treated for U.S. federal income tax
purposes as a disposition of the share of common stock and one warrant comprising the unit, and the amount realized on the disposition
should be allocated between the common stock and the one warrant based on their respective relative fair market values (as determined
by each such unit holder on all the relevant facts and circumstances) at the time of disposition. The separation of shares of
common stock and warrants comprising units should not be a taxable event for U.S. federal income tax purposes.
The foregoing treatment
of the shares of common stock and warrants and a holder’s purchase price allocation are not binding on the IRS or the courts.
Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that
the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each prospective
investor is urged to consult its own tax advisors regarding the tax consequences of an investment in a unit (including alternative
characterizations of a unit). The balance of this discussion assumes that the characterization of the units described above is
respected for U.S. federal income tax purposes.
U.S. Holders
This section applies
to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of our units, shares of common stock or warrants
who or that is, for U.S. federal income tax purposes:
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an individual
who is a citizen or resident of the United States;
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a corporation
(or other entity taxable as a corporation) organized in or under the laws of the United
States, any state thereof or the District of Columbia; or
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an estate
the income of which is includible in gross income for U.S. federal income tax purposes
regardless of its source; or
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a trust,
if (i) a court within the United States is able to exercise primary supervision
over the administration of the trust and one or more U.S. persons (as defined in the
Code) have authority to control all substantial decisions of the trust or (ii) it has
a valid election in effect under Treasury Regulations to be treated as a U.S. person.
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Taxation of Distributions.
If we pay distributions in cash or other property (other than certain distributions of our stock or rights to acquire our stock)
to U.S. holders of shares of our common stock, such distributions generally will constitute dividends for U.S. federal income
tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income
tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that
will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in our common stock. Any remaining
excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described
under “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common
Stock and Warrants” below.
Dividends we pay to
a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding
period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes
of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a
non-corporate U.S. holder may constitute “qualified dividends” that will be subject to tax at the maximum tax rate
accorded to long-term capital gains. It is unclear whether the redemption rights with respect to the common stock described in
this prospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends
received deduction or the preferential tax rate on qualified dividend income, as the case may be. If the holding period requirements
are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income
equal to the entire dividend amount, and non-corporate holders may be subject to tax on such dividend at regular ordinary income
tax rates instead of the preferential rate that applies to qualified dividend income.
Gain or Loss on
Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and Warrants. Upon a sale or other taxable disposition
of our common stock or warrants which, in general, would include a redemption of common stock or warrants that is treated as a
sale of such securities as described below, and including as a result of a dissolution and liquidation in the event we do not
consummate an initial business combination within the required time period, a U.S. holder generally will recognize capital gain
or loss in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in the
common stock or warrants. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s
holding period for the common stock or warrants so disposed of exceeds one year. It is unclear, however, whether the redemption
rights with respect to the common stock described in this prospectus may suspend the running of the applicable holding period
for this purpose. If the running of the holding period for the common stock is suspended, then non-corporate U.S. holders may
not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case any gain on
a sale or taxable disposition of the shares or warrants would be subject to short-term capital gain treatment and would be taxed
at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be
taxed at reduced rates. The deductibility of capital losses is subject to limitations.
Generally, the amount
of gain or loss recognized by a U.S. holder is an amount equal to the difference between (i) the sum of the amount of cash and
the fair market value of any property received in such disposition (or, if the common stock or warrants are held as part of units
at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the common stock or
the warrants based upon the then fair market values of the common stock and the warrants included in the units) and (ii) the U.S.
holder’s adjusted tax basis in its common stock or warrants so disposed of. A U.S. holder’s adjusted tax basis in
its common stock or warrants generally will equal the U.S. holder’s acquisition cost (that is, as discussed above, the portion
of the purchase price of a unit allocated to a share of common stock or one warrant or, as discussed below, the U.S. holder’s
initial basis for common stock received upon exercise of warrants) less, in the case of a share of common stock, any prior distributions
treated as a return of capital.
Redemption of Common
Stock. In the event that a U.S. holder’s common stock is redeemed pursuant to the redemption provisions described in
this prospectus under the section of this prospectus entitled “Description of Securities — Common Stock”
or if we purchase a U.S. holder’s common stock in an open market transaction, the treatment of the transaction for U.S.
federal income tax purposes will depend on whether the redemption qualifies as a sale of the common stock under Section 302 of
the Code. If the redemption qualifies as a sale of common stock, the U.S. holder will be treated as described under “U.S.
Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and Warrants”
above. If the redemption does not qualify as a sale of common stock, the U.S. holder will be treated as receiving a corporate
distribution with the tax consequences described above under “U.S. Holders — Taxation of Distributions.”
Whether a redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held
by the U.S. holder (including any stock constructively owned by the U.S. holder as a result of owning warrants) relative to all
of our shares outstanding both before and after the redemption. The redemption of common stock generally will be treated as a
sale of the common stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate”
with respect to the U.S. holder, (ii) results in a “complete termination” of the U.S. holder’s interest in us
or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained
more fully below.
In determining whether
any of the foregoing tests are satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but
also shares of our stock that are constructively owned by it. A U.S. holder may constructively own, in addition to stock owned
directly, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest
in such U.S. holder, as well as any stock the U.S. holder has a right to acquire by exercise of an option, which would generally
include common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate
test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. holder immediately following
the redemption of common stock must, among other requirements, be less than 80% of the percentage of our outstanding voting stock
actually and constructively owned by the U.S. holder immediately before the redemption. There will be a complete termination of
a U.S. holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. holder
are redeemed or (ii) all of the shares of our stock actually owned by the U.S. holder are redeemed and the U.S. holder is eligible
to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and
the U.S. holder does not constructively own any other shares of our stock. The redemption of the common stock will not be essentially
equivalent to a dividend if a U.S. holder’s conversion results in a “meaningful reduction” of the U.S. holder’s
proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate
interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that
even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises
no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holder should consult with
its own tax advisors as to the tax consequences of a redemption.
If none of the foregoing
tests is satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described under
“U.S. Holders — Taxation of Distributions,” above. After the application of those rules, any remaining
tax basis of the U.S. holder in the redeemed common stock will be added to the U.S. holder’s adjusted tax basis in its remaining
stock, or, if it has none, to the U.S. holder’s adjusted tax basis in its warrants or possibly in other stock constructively
owned by it.
Exercise or Lapse
of a Warrant. Except as discussed below with respect to the cashless exercise of a warrant, a U.S. holder generally will not
recognize taxable gain or loss on the acquisition of common stock upon exercise of a warrant for cash. The U.S. holder’s
tax basis in the share of our common stock received upon exercise of the warrant generally will be an amount equal to the sum
of the U.S. holder’s initial investment in the warrant (i.e., the portion of the U.S. holder’s purchase price for
units that is allocated to the warrant, as described above under “— Allocation of Purchase Price and Characterization
of a Unit”) and the exercise price. It is unclear whether the U.S. holder’s holding period for the common stock received
upon exercise of the warrants will begin on the date following the date of exercise or on the date of exercise of the warrants;
in either case, the holding period will not include the period during which the U.S. holder held the warrants. If a warrant is
allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such holder’s tax basis in
the warrant.
The tax consequences
of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-deferred, either because
the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income
tax purposes. In either tax-deferred situation, a U.S. holder’s basis in the common stock received would equal the holder’s
basis in the warrants exercised therefor. If the cashless exercise were treated as not being a gain realization event, it is unclear
whether a U.S. holder’s holding period in the common stock would be treated as commencing on the date following the date
of exercise or on the date of exercise of the warrant; in either case, the holding period would not include the period during
which the U.S. holder held the warrants. If the cashless exercise were treated as a recapitalization, the holding period of the
common stock would include the holding period of the warrants exercised therefor.
It is also possible
that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event,
a U.S. holder could be deemed to have surrendered warrants equal to the number of shares of common stock having a value equal
to the exercise price for the total number of warrants to be exercised. The U.S. holder would recognize capital gain or loss in
an amount equal to the difference between the fair market value of the common stock received in respect of the warrants deemed
surrendered and the U.S. holder’s tax basis in the warrants deemed surrendered. In this case, a U.S. holder’s tax
basis in the common stock received would equal the sum of the fair market value of the common stock received in respect of the
warrants deemed surrendered and the U.S. holder’s tax basis in the warrants exercised. It is unclear whether a U.S. holder’s
holding period for the common stock would commence on the date following the date of exercise or on the date of exercise of the
warrant; in either case, the holding period would not include the period during which the U.S. holder held the warrant.
Due to the absence
of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. holder’s holding period
would commence with respect to the common stock received, there can be no assurance which, if any, of the alternative tax consequences
and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their
tax advisors regarding the tax consequences of a cashless exercise.
Possible Constructive
Distributions. The terms of each warrant provide for an adjustment to the number of shares of common stock for which the warrant
may be exercised or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus entitled
“Description of Securities — Warrants.” An adjustment which has the effect of preventing dilution
generally is not taxable. The U.S. holders of the warrants would, however, be treated as receiving a constructive distribution
from us if, for example, the adjustment to the number of such shares or to such exercise price increases the warrantholders’
proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of common stock
that would be obtained upon exercise or through a decrease in the exercise price of the warrant) as a result of a distribution
of cash or other property, such as other securities, to the holders of shares of our common stock, or as a result of the issuance
of a stock dividend to holders of shares of our common stock, in each case which is taxable to the U.S. holders of such shares
as described under “U.S. Holders — Taxation of Distributions” above. Such constructive distribution
would be subject to tax as described under that section in the same manner as if the U.S. holders of the warrants received a cash
distribution from us equal to the fair market value of such increased interest resulting from such adjustment.
Information Reporting
and Backup Withholding. In general, information reporting requirements will apply to dividends paid to a U.S. holder and to
the proceeds of the sale or other disposition of our units, shares of common stock and warrants, unless the U.S. holder is an
exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification
number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification
has not been withdrawn).
Any amounts withheld
under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax
liability provided the required information is timely furnished to the IRS.
Non-U.S. Holders
This section applies
to you if you are a “Non-U.S. holder.” As used herein, the term “Non-U.S. holder” means a beneficial owner
of our units, common stock or warrants who or that is for U.S. federal income tax purposes:
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a non-resident
alien individual (other than certain former citizens and residents of the U.S. subject
to U.S. tax as expatriates);
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a foreign
corporation or
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an estate
or trust that is not a U.S. holder;
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but generally does not include an individual
who is present in the U.S. for 185 days or more in the taxable year of disposition. If you are such an individual, you should
consult your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition
of our securities.
Taxation of Distributions.
In general, any distributions (including constructive distributions) we make to a Non-U.S. holder of shares of our common stock,
to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles),
will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with
the Non-U.S. holder’s conduct of a trade or business within the United States, we will be required to withhold tax from
the gross amount of the dividend at a rate of 30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax
under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an
IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero)
the Non-U.S. holder’s adjusted tax basis in its shares of our common stock and, to the extent such distribution exceeds
the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which
will be treated as described under “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable
Disposition of Common Stock and Warrants” below. In addition, if we determine that we are likely to be classified as a “U.S.
real property holding corporation” (see “Non-U.S. Holders — Gain on Sale, Taxable Exchange or
Other Taxable Disposition of Common Stock and Warrants” below), we will withhold 15% of any distribution that exceeds our
current and accumulated earnings and profits.
The withholding tax
does not apply to dividends paid to a Non-U.S. holder who provides a Form W-8ECI, certifying that the dividends are effectively
connected with the Non-U.S. holder’s conduct of a trade or business within the United States. Instead, the effectively connected
dividends will be subject to regular U.S. income tax as if the Non-U.S. holder were a U.S. resident, subject to an applicable
income tax treaty providing otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to
an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).
Exercise of a Warrant.
The U.S. federal income tax treatment of a Non-U.S. holder’s exercise of a warrant, or the lapse of a warrant held
by a Non-U.S. holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of
a warrant by a U.S. holder, as described under “U.S. holders — Exercise or Lapse of a Warrant”
above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described
below in “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common
Stock and Warrants.”
Gain on Sale, Taxable
Exchange or Other Taxable Disposition of Common Stock and Warrants. A Non-U.S. holder generally will not be subject to U.S.
federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our
common stock, which would include a dissolution and liquidation in the event we do not complete an initial business combination
within 24 months from the closing of this offering, or warrants (including an expiration or redemption of our warrants), in each
case without regard to whether those securities were held as part of a unit, unless:
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the gain
is effectively connected with the conduct of a trade or business by the Non-U.S. holder
within the United States (and, under certain income tax treaties, is attributable to
a United States permanent establishment or fixed base maintained by the Non-U.S. holder);
or
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we are or
have been a “U.S. real property holding corporation” for U.S. federal income
tax purposes at any time during the shorter of the five-year period ending on the date
of disposition or the period that the Non-U.S. holder held our common stock, and, in
the case where shares of our common stock are regularly traded on an established securities
market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our
common stock at any time within the shorter of the five-year period preceding the disposition
or such Non-U.S. holder’s holding period for the shares of our common stock. There
can be no assurance that our common stock will be treated as regularly traded on an established
securities market for this purpose.
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Unless an applicable
treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S.
federal income tax rates as if the Non-U.S. holder were a U.S. resident. Any gains described in the first bullet point above of
a Non-U.S. holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30%
rate (or lower treaty rate).
If the second bullet
point above applies to a Non-U.S. holder, gain recognized by such holder on the sale, exchange or other disposition of our common
stock or warrants will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of our common
stock or warrants from such holder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized
upon such disposition. We cannot determine whether we will be a U.S. real property holding corporation in the future until we
complete an initial business combination. We will be classified as a U.S. real property holding corporation if the fair market
value of our “U.S. real property interests” equals or exceeds 50 percent of the sum of the fair market value of our
worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal
income tax purposes.
Redemption of Common
Stock. The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. holder’s common stock
pursuant to the redemption provisions described in the section of this prospectus entitled “Description of Securities — Common
Stock” generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. holder’s
common stock, as described under “U.S. Holders — Redemption of Common Stock” above, and the consequences
of the redemption to the Non-U.S. holder will be as described above under “Non-U.S. holders — Taxation
of Distributions” and “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition
of Common Stock and Warrants,” as applicable.
Possible Constructive
Distributions. The terms of each warrant provide for an adjustment to the number of shares of common stock for which the warrant
may be exercised or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus entitled
“Description of Securities — Warrants.” An adjustment which has the effect of preventing dilution
generally is not taxable. Non-U.S. holders of the warrants would, however, be treated as receiving a constructive distribution
from us if, for example, the adjustment to the number of such shares or to such exercise price increases the warrantholders’
proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of common stock
that would be obtained upon exercise or through a decrease in the exercise price of the warrant) as a result of a distribution
of cash or other property, such as other securities, to the holders of shares of our common stock, or as a result of the issuance
of a stock dividend to holders of shares of our common stock, in each case which is taxable to the Non-U.S. holders of such shares
as described under “Non-U.S. Holders — Taxation of Distributions” above. Such constructive distribution
would be subject to tax as described under that section in the same manner as if the Non-U.S. holders of the warrants received
a cash distribution from us equal to the fair market value of such increased interest resulting from such adjustment.
Information Reporting
and Backup Withholding. Information returns will be filed with the IRS in connection with payments of dividends and the proceeds
from a sale or other disposition of our units, shares of common stock and warrants. A Non-U.S. holder may have to comply with
certification procedures to establish that it is not a United States person in order to avoid information reporting and backup
withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty will satisfy
the certification requirements necessary to avoid the backup withholding as well. The amount of any backup withholding from a
payment to a Non-U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may
entitle such holder to a refund, provided that the required information is timely furnished to the IRS.
FATCA Withholding
Taxes. Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder
(commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding
at a rate of 30% in certain circumstances on dividends in respect of our securities which are held by or through certain foreign
financial institutions (including investment funds), unless any such institution (1) enters into, and complies with, an agreement
with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution
that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and
to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable
foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities.
An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly,
the entity through which our securities are held will affect the determination of whether such withholding is required. Similarly,
dividends in respect of our securities held by an investor that is a non-financial non-U.S. entity that does not qualify under
certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to us or
the applicable withholding agent that such entity does not have any “substantial United States owners” or (2) provides
certain information regarding the entity’s “substantial United States owners,” which will in turn be provided
to the U.S. Department of Treasury. All prospective investors should consult their tax advisors regarding the possible implications
of FATCA on their investment in our securities.
FATCA withholding
was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source
interest or dividends beginning on January 1, 2019, but the IRS released proposed regulations that, if finalized in their proposed
form, would eliminate the obligation to withhold on gross proceeds. Such proposed regulations also delayed withholding on certain
other payments received from other foreign financial institutions that are allocable, as provided for under final Treasury Regulations,
to payments of U.S.-source dividends, and other fixed or determinable annual or periodic income. Although these proposed Treasury
Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are issued.
UNDERWRITING
We intend to offer
our securities described in this prospectus through the underwriters named below. Chardan Capital Markets LLC and Barclays Capital
Inc. are the representatives for the underwriters. We have entered into an underwriting agreement with the representatives. Subject
to the terms and conditions of the underwriting agreement, each of the underwriters has severally agreed to purchase from us the
number of units listed next to its name in the following table:
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Underwriter
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Number of Units
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Chardan Capital Markets LLC
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Barclays Capital Inc.
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B. Riley Securities, Inc.
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Total
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25,000,000
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A copy of the underwriting
agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.
Listing of our Securities
Our units, shares of
common stock and warrants will be quoted on Nasdaq under the symbols “NOACU,” “NOACR,” and “NOACW,”
respectively. Our units will be listed on Nasdaq on or promptly after the effective date of the registration statement. Following
the date that our shares of common stock and warrants are eligible to trade separately, we anticipate that our shares of common
stock and warrants will be listed separately and as a unit on Nasdaq. We cannot guarantee that our securities will continue to
be listed on Nasdaq after this offering.
Pricing of Securities
We have been advised
by the representatives that the underwriters propose to offer the units to the public at the offering price set forth on the cover
page of this prospectus.
Prior to this offering
there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants
will be negotiated between us and the representatives. Factors to be considered in determining the prices and terms of the units,
including the shares of common stock and warrants underlying the units, will include:
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the history
and prospects of companies whose principal business is the acquisition of other companies;
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prior offerings
of those companies;
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our prospects
for acquiring an operating business at attractive values;
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the per share
amount of net proceeds being placed into the trust account;
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an assessment
of our management and their experience in identifying operating companies;
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general conditions
of the securities markets at the time of the offering; and
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other factors
as were deemed relevant.
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However, although
these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an
operating company in a particular industry since the underwriters are unable to compare our financial results and prospects with
those of public companies operating in the same industry.
Over-allotment Option
We have granted the
underwriters an option to buy up to 3,750,000 additional units. The underwriters may exercise this option solely for the purpose
of covering over-allotments, if any, made in connection with this offering. The underwriters have 45 days from the date of this
prospectus to exercise this option. If the underwriters exercise this option, they will each purchase additional units approximately
in proportion to the amounts specified in the table above.
Commissions and Discounts
Any units sold by
the underwriters to securities dealers may be sold at a discount of up to
$ per unit from the public
offering price. Any of these securities dealers may resell any units purchased from the underwriters to other brokers or
dealers at a discount of up to $ per unit from the public offering price. If all of the units are not sold at the initial
public offering price, the representatives may change the offering price and the other selling terms. Upon execution of the
underwriting agreement, the underwriters will be obligated to purchase the units at the prices and upon the terms stated
therein, and, as a result, will thereafter bear any risk associated with changing the offering price to the public or other
selling terms.
The underwriters have
agreed to reimburse certain of our expenses. We have agreed to reimburse the underwriters for all expenses and fees related to
the review by FINRA, which will not exceed $50,000, and for expenses of the underwriters’ legal counsel and certain diligence
and other fees, including reimbursement for background checks on our directors, director nominees and officers, which such fees
and expenses are capped at an aggregate of $100,000.
The following table
shows the per unit and total underwriting discounts and commissions we will pay to the underwriters assuming both no exercise
and full exercise of the underwriters’ over-allotment option to purchase up to an additional 1,200,000 units.
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Per Unit
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Without
Over-allotment
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With
Over-allotment
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Public offering price
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$
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10.00
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$
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250,000,000
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$
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287,500,000
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Discount(1)
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$
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0.55
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$
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13,750,000
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$
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15,812,500
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Proceeds before expenses(2)
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$
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9.45
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$
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236,250,000
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$
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271,687,500
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(1)
|
Such
amount includes $8,750,000, or $0.35 per unit (or $10,062,500 if the underwriters’
over-allotment option is exercised in full) payable to the underwriters for deferred
underwriting commissions upon completion of a business combination.
|
|
|
(2)
|
The
offering expenses are estimated at $700,000, not including the underwriting discounts
and commissions.
|
Pricing of Securities
We have been advised
by the representatives that the underwriters propose to offer the units to the public at the offering price set forth on the cover
page of this prospectus.
Prior to this offering
there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants
were negotiated between us and the representatives. Factors considered in determining the prices and terms of the units, including
the shares of common stock and warrants underlying the units, include:
|
|
●
|
the history
and prospects of companies whose principal business is the acquisition of other companies;
|
|
|
●
|
prior offerings
of those companies;
|
|
|
●
|
our prospects
for acquiring an operating business at attractive values;
|
|
|
●
|
the per share
amount of net proceeds being placed into the trust account;
|
|
|
●
|
an assessment
of our management and their experience in identifying operating companies;
|
|
|
●
|
general conditions
of the securities markets at the time of the offering; and
|
|
|
●
|
other factors
as were deemed relevant.
|
However, although
these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an
operating company in a particular industry since the underwriters are unable to compare our financial results and prospects with
those of public companies operating in the same industry.
Regulatory Restrictions on Purchase of Securities
Rules of the SEC may
limit the ability of the underwriters to bid for or purchase our units before the distribution of the units is completed. However,
the underwriters may engage in the following activities in accordance with the rules:
|
|
●
|
Stabilizing
Transactions. The underwriters may make bids or purchases for the purpose of preventing
or retarding a decline in the price of our units, as long as stabilizing bids do not
exceed the offering price of $10.00 and the underwriters comply with all other applicable
rules.
|
|
|
●
|
Over-Allotments
and Syndicate Coverage Transactions. The underwriters may create a short position
in our units by selling more of our units than are set forth on the cover page of this
prospectus up to the amount of the over-allotment option. This is known as a covered
short position. The underwriters may also create a short position in our units by selling
more of our units than are set forth on the cover page of this prospectus and the units
allowed by the over-allotment option. This is known as a naked short position. If the
underwriters create a short position during the offering, the representatives may engage
in syndicate covering transactions by purchasing our units in the open market. The representatives
may also elect to reduce any short position by exercising all or part of the over-allotment
option. Determining what method to use in reducing the short position depends on how
the units trade in the aftermarket following the offering. If the unit price drops following
the offering, the short position is usually covered with shares purchased by the underwriters
in the aftermarket. However, the underwriters may cover a short position by exercising
the over-allotment option even if the unit price drops following the offering. If the
unit price rises after the offering, then the over-allotment option is used to cover
the short position. If the short position is more than the over-allotment option, the
naked short must be covered by purchases in the aftermarket, which could be at prices
above the offering price.
|
|
|
●
|
Penalty Bids.
The representatives may 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.
|
Stabilization and
syndicate covering transactions may cause the price of our securities to be higher than they would be in the absence of these
transactions. The imposition of a penalty bid might also have an effect on the prices of our securities if it discourages resales
of our securities.
Neither we nor the
underwriters make any representation or prediction as to the effect that the transactions described above may have on the price
of our securities. These transactions may occur on Nasdaq, in the over-the-counter market or on any trading market. If any of
these transactions are commenced, they may be discontinued without notice at any time.
Other Terms
Except as set forth
herein, we are not under any contractual obligation to engage any of the underwriters to provide any services for us after this
offering, and have no present intent to do so. However, any of the underwriters may, among other things, introduce us to potential
target businesses or assist us in raising additional capital, as needs may arise in the future. If any underwriter provides services
to us after this offering, we may pay the underwriter fair and reasonable fees that would be determined at that time in an arm’s
length negotiation; provided that no agreement will be entered into with the underwriter and no fees for such services will be
paid to the underwriter prior to the date which is 90 days after the date of this prospectus, unless FINRA determines that such
payment would not be deemed underwriter’s compensation in connection with this offering.
Indemnification
We have agreed to
indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act, or to contribute to
payments the underwriters may be required to make in this respect.
Selling Restrictions
Canada
Resale Restrictions
We intend to distribute
our securities in the Province of Ontario, Canada (the “Canadian Offering Jurisdiction”) by way of a private placement
and exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in such Canadian
Offering Jurisdiction. Any resale of our securities in Canada must be made under applicable securities laws that will vary depending
on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary
exemption granted by the applicable Canadian securities regulatory authority. Canadian resale restrictions in some circumstances
may apply to resales of interests made outside of Canada. Canadian purchasers are advised to seek legal advice prior to any resale
of our securities. We may never be a “reporting issuer”, as such term is defined under applicable Canadian securities
legislation, in any province or territory of Canada in which our securities will be offered and there currently is no public market
for any of the securities in Canada, and one may never develop. Canadian investors are advised that we have no intention to file
a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the securities to
the public in any province or territory in Canada.
Representations of Purchasers
A Canadian purchaser will be required
to represent to us and the dealer from whom the purchase confirmation is received that:
|
|
●
|
the purchaser is entitled under applicable provincial securities
laws to purchase our securities without the benefit of a prospectus qualified under those securities laws;
|
|
|
●
|
where required by law, that the purchaser is purchasing as principal and not as agent;
|
|
|
●
|
the purchaser has reviewed the text above under Resale Restrictions; and
|
|
|
●
|
the purchaser acknowledges and consents to the provision of specified information concerning
its purchase of our securities to the regulatory authority that by law is entitled to collect the information.
|
Rights of Action — Ontario Purchasers
Only
Under Ontario securities legislation,
certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory
right of action for damages, or while still the owner of our securities, for rescission against us in the event that this prospectus
contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for
damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving
rise to the cause of action and three years from the date on which payment is made for our securities. The right of action for
rescission is exercisable not later than 180 days from the date on which payment is made for our securities. If a purchaser elects
to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case
will the amount recoverable in any action exceed the price at which our securities were offered to the purchaser and if the purchaser
is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an
action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation
in value of our securities as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation
from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available
to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.
Enforcement of Legal Rights
All of our directors and officers as well
as the experts named herein are located outside of Canada and, as a result, it may not be possible for Canadian purchasers to
effect service of process within Canada upon us or those persons. All of our assets and the assets of those persons are located
outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce
a judgment obtained in Canadian courts against us or those persons outside of Canada.
Collection of Personal Information
If a Canadian purchaser is resident in
or otherwise subject to the securities laws of the Province of Ontario, the Purchaser authorizes the indirect collection of personal
information pertaining to the Canadian purchaser by the Ontario Securities Commission (the “OSC”) and each Canadian
purchaser will be required to acknowledge and agree that the Canadian purchaser has been notified by us (i) of the delivery to
the OSC of personal information pertaining to the Canadian purchaser, including, without limitation, the full name, residential
address and telephone number of the Canadian purchaser, the number and type of securities purchased and the total purchase price
paid in respect of the securities, (ii) that this information is being collected indirectly by the OSC under the authority granted
to it in securities legislation, (iii) that this information is being collected for the purposes of the administration and enforcement
of the securities legislation of Ontario, and (iv) that the title, business address and business telephone number of the public
official in Ontario who can answer questions about the OSC’s indirect collection of the information is the Administrative
Assistant to the Director of Corporate Finance, the Ontario Securities Commission, Suite 1903, Box 5520, Queen Street West, Toronto,
Ontario, M5H 3S8, Telephone: (416) 593-8086, Facsimile: (416) 593-8252.
Hong Kong
The units may not be offered or sold in
Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning
of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning
of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances
which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32,
Laws of Hong Kong) and no advertisement, invitation or document relating to the units may be issued or may be in the possession
of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents
of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong)
other than with respect to units which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional
investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
The contents of this document have not
been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are
in any doubt about any of the contents of this document, you should obtain independent professional advice.
LEGAL MATTERS
The validity of the
shares of common stock offered hereby will be passed upon for us by Loeb & Loeb LLP, New York. The underwriters are being
represented in connection with this offering by Davis Polk & Wardwell LLP, New York.
EXPERTS
The financial statements
of Natural Order Acquisition Corp. as of August 28, 2020 and for the period from August 10, 2020 (inception) through August 28,
2020 appearing in this prospectus have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as
set forth in their report thereon, appearing elsewhere in this prospectus, and are included in reliance on such report given on
the authority of such firm as an experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have submitted
to the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act,
with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains
all material information included in the registration statement, parts of the registration statement have been omitted as permitted
by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further information about
us, our securities and this offering. Statements contained in this prospectus as to the contents of any contract or any other
document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document
filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference. You
can read our SEC filings, including the registration statement, over the internet at the SEC’s website at www.sec.gov.
Upon
completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly
and current event reports, proxy statements and other information with the SEC. These reports, proxy statements and other
information will be available for review at the SEC’s website at www.sec.gov.
NATURAL ORDER ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Natural Order Acquisition Corp.
Opinion on the Financial Statements
We have audited the
accompanying balance sheet of Natural Order Acquisition Corp. (the “Company”) as of August 28, 2020, and the related
statements of operations, changes in stockholders’ equity and cash flows for the period from August 10, 2020 (inception)
through August 28, 2020 and the related notes (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of August 28, 2020
and the results of its operations and its cash flows for the period from August 10, 2020 (inception) through August 28, 2020, in
conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit
in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States
of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor
since 2020.
New York, New York
September 11, 2020
NATURAL ORDER ACQUISITION CORP.
BALANCE SHEETS
|
|
|
September 30,
2020
|
|
|
August 28,
2020
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current asset – cash
|
|
$
|
101,375
|
|
|
$
|
145,000
|
|
|
Deferred offering costs
|
|
|
171,075
|
|
|
|
80,000
|
|
|
TOTAL ASSETS
|
|
$
|
272,450
|
|
|
$
|
225,000
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
Accrued offering costs
|
|
|
47,450
|
|
|
|
—
|
|
|
Promissory notes – related party
|
|
|
200,000
|
|
|
|
200,000
|
|
|
Total Current Liabilities
|
|
|
248,450
|
|
|
|
201,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value; 10,000,000 shares authorized; 7,187,500 shares issued and outstanding (1)
|
|
|
719
|
|
|
|
719
|
|
|
Additional paid-in capital
|
|
|
24,281
|
|
|
|
24,281
|
|
|
Accumulated deficit
|
|
|
(1,000
|
)
|
|
|
(1,000
|
)
|
|
Total Stockholders’ Equity
|
|
|
24,000
|
|
|
|
24,000
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
272,450
|
|
|
$
|
225,000
|
|
|
|
(1)
|
Includes
an aggregate of up to 937,500 shares of common stock that are subject to forfeiture depending on the extent to which the underwriters’
over-allotment option is exercised (see Note 5).
|
The accompanying notes are an integral
part of these financial statements.
NATURAL ORDER ACQUISITION CORP.
STATEMENTS OF OPERATIONS
|
|
|
For the Period from
August 10, 2020
(inception) Through
|
|
|
|
|
September 30,
2020
|
|
|
August 28,
2020
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
Formation and operating costs
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
Net loss
|
|
$
|
(1,000
|
)
|
|
$
|
(1,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic and diluted (1)
|
|
|
6,250,000
|
|
|
|
6,250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per ordinary share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
(1)
|
Excludes an aggregate of up to 937,500 shares of common stock that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5).
|
The accompanying notes are an integral
part of these financial statements.
NATURAL ORDER ACQUISITION CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY
FOR THE PERIOD FROM AUGUST 10, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
|
|
|
Common stock
|
|
|
Additional
Paid-in
|
|
|
Accumulated
|
|
|
Total
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
|
Balance – August 10, 2020 (inception)
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock to Initial Stockholders (1)
|
|
|
7,187,500
|
|
|
|
719
|
|
|
|
24,281
|
|
|
|
—
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,000
|
)
|
|
|
(1,000
|
)
|
|
Balance – August 28, 2020 (audited)
|
|
|
7,187,500
|
|
|
$
|
719
|
|
|
$
|
24,281
|
|
|
$
|
(1,000
|
)
|
|
$
|
24,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Balance – September 30, 2020 (unaudited)
|
|
|
7,187,500
|
|
|
$
|
719
|
|
|
$
|
24,281
|
|
|
$
|
(1,000
|
)
|
|
$
|
24,000
|
|
|
|
(1)
|
Includes an aggregate of up to 937,500 shares of common stock that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5).
|
The accompanying notes are an integral
part of these financial statements.
NATURAL ORDER ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
|
|
|
For the Period from
August 10, 2020
(inception) Through
|
|
|
|
|
September 30,
2020
|
|
|
August 28,
2020
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1,000
|
)
|
|
$
|
(1,000
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
|
1,000
|
|
|
|
1,000
|
|
|
Net cash used in operating activities
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of issuance of common stock to Initial Stockholders
|
|
|
25,000
|
|
|
|
25,000
|
|
|
Proceeds from promissory notes – related party
|
|
|
200,000
|
|
|
|
200,000
|
|
|
Payment of deferred offering costs
|
|
|
(123,625
|
)
|
|
|
(80,000
|
)
|
|
Net cash provided by financing activities
|
|
|
101,375
|
|
|
|
145,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
|
101,375
|
|
|
|
145,000
|
|
|
Cash – Beginning of period
|
|
|
—
|
|
|
|
—
|
|
|
Cash – End of period
|
|
$
|
101,375
|
|
|
$
|
145,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Deferred offering costs included in accrued offering costs
|
|
$
|
47,450
|
|
|
$
|
—
|
|
The accompanying notes are an integral
part of these financial statements.
NATURAL ORDER ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1 — Organization
and Plan of Business Operations
Natural Order Acquisition Corp. (the “Company”)
was incorporated in Delaware on August 10, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business
Combination”).
The Company is not limited to a particular
industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company
and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2020, the Company
had not commenced any operations. All activity for the period from August 10, 2020 (inception) through September 30, 2020 relates
to the Company’s formation and the proposed initial public offering (“Proposed Public Offering”), which is described
below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public
Offering. The Company has selected December 31 as its fiscal year end.
The Company’s ability to commence
operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 25,000,000 units
(the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public
Shares”) at $10.00 per Unit (or 28,750,000 Units if the underwriters’ over-allotment option is exercised in full),
which is discussed in Note 3, and the sale of 7,200,000 warrants (or 7,950,000 warrants if the underwriters’ over-allotment
option is exercised on full) (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement
to Natural Order Sponsor LLC, (the “Sponsor”), that will close simultaneously with the Proposed Public Offering.
The Company’s management has broad
discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Private
Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete
one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at
least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes
payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act
of 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has
agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including proceeds of the Private
Warrants, will be held in a trust account (“Trust Account”), located in the United States and invested only in
U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity
of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company
meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:
(i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described
below.
The Company will provide the holders of
the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their
Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to
approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled
to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00
per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights
upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption
will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering in
accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
The Company will only proceed with a Business
Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company
seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote
is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder
vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
(“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder
approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain
stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection
with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder
Shares (as defined in Note 5) (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public
Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each
Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote
for or against the proposed transaction.
NATURAL ORDER ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Notwithstanding the foregoing, if the Company
seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the
Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other
person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to
more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.
The Initial Stockholders have agreed (a) to
waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion
of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance
or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of
its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with
respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company
provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company has not completed a Business
Combination within 24 months from the closing of the Proposed Public Offering (the “Combination Period”), the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares,
which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject
in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which
will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Initial Stockholders have agreed to
waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within
the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Proposed Public Offering, such
Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business
Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission
(see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination
Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available
to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the
assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00).
In order to protect the amounts held in
the Trust Account, the Initial Stockholders have agreed to be liable to the Company if and to the extent any claims by a third
party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, provided
that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and
all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters
of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third
party, the Initial Stockholders will not be responsible to the extent of any liability for such third-party claims. The Company
will seek to reduce the possibility that the Initial Stockholders will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm),
prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving
any right, title, interest or claim of any kind in or to monies held in the Trust Account.
NATURAL ORDER ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 2 — Significant
Accounting Policies
Basis of Presentation
The accompanying audited financial statements are presented
in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant
to the rules and regulations of the SEC. The accompanying unaudited financial statements include all adjustments, consisting of
a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows
for the periods presented. The interim results for the period from August 10, 2020 (inception) through September 30, 2020 are not
necessarily indicative of the results to be expected for the period ending December 31, 2020 or for any future interim periods.
The Company does not have sufficient
liquidity to meet its anticipated obligations over the next year from the date of issuance of these financial statements. In
connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update
(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going
Concern,” management has determined that the Company has access to funds from the Sponsor that are sufficient to fund
the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year
from the date of issuance of the audited financial statements.
Emerging Growth Company
The Company is an “emerging growth
company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as
modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the
JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses
during the reporting periods.
Making estimates requires management to
exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or
set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates.
Deferred Offering Costs
Deferred offering costs consist of legal,
accounting and other costs incurred through the balance sheet dates that are directly related to the Proposed Public Offering and
that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public
Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
NATURAL ORDER ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Income Taxes
The Company follows the asset and liability
method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
ASC 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken
in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination
by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax
expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020 and
August 28, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The provision for income taxes was deemed
to be de minimis for the period from August 10, 2020 (inception) through September 30, 2020 and for the period from August 10,
2020 (inception) through August 28, 2020. The Company’s deferred tax assets were deemed to be de minimis as of September
30, 2020 and August 28, 2020.
Net Loss per Common Share
Net loss per share is computed by dividing
net loss by the weighted average number of shares of common stock outstanding during the periods, excluding shares of common stock
subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that
are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At September 30, 2020
and August 28, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised
or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is
the same as basic loss per share for the periods presented.
Concentration of Credit Risk
Financial instruments that potentially
subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may
exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management
believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the balance sheet, primarily due to their short-term nature.
Recent Accounting Pronouncements
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
financial statements.
Note 3 — Proposed
Public Offering
Pursuant to the Proposed Public Offering,
the Company intends to offer for sale 25,000,000 Units (or 28,750,000 Units if the underwriters’ over-allotment option
is exercised in full) at a price of $10.00 per Unit. Each Unit will consist of one share of common stock and one redeemable warrant
(“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one-half share of common stock at
a price of $11.50 per share, subject to adjustment (see Note 7).
Note 4 — Private
Placement
The Sponsor has agreed to purchase an aggregate
of 7,200,000 Private Warrants (or 7,950,000 Private Warrants if the underwriters’ over-allotment is exercised in full) at
a price of $1.00 per Private Warrant ($7,200,000, or an aggregate of $7,950,000 if the underwriters’ over-allotment is exercised
in full) from the Company in a private placement that will occur simultaneously with the closing of the Proposed Public Offering.
Each Private Warrant is exercisable to purchase one-half share of common stock at a price of $11.50 per share, subject to
adjustment (see Note 7). The proceeds from the sale of the Private Warrants will be added to the net proceeds from the Proposed
Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period,
the proceeds from the sale of the Private Warrants held in the Trust Account will be used to fund the redemption of the Public
Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.
NATURAL ORDER ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Note 5 — Related
Party Transactions
Founder Shares
During the period ended September 30, 2020, the Company issued
an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (the “Founder Shares”) for an aggregate
purchase price of $25,000. The Founder Shares include an aggregate of up to 937,500 shares that are subject to forfeiture depending
on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal,
on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Proposed Public
Offering.
The Initial Stockholders have agreed, subject
to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder
Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the
common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect
to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier,
in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other
similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common
stock for cash, securities or other property.
Promissory Notes — Related
Party
During the period ended September 30, 2020,
the Company entered into unsecured promissory notes (the “Promissory Notes”) with affiliates of the Sponsor, pursuant
to which the Company may borrow up to an aggregate principal amount of $200,000. The Promissory Notes are non-interest bearing
and payable on the earlier of (i) the completion of the Proposed Public Offering or (ii) the date on which the Company determines
not to conduct the Proposed Public Offering. As of September 30, 2020 and August 28, 2020, there was $200,000 outstanding under
the Promissory Notes.
Related Party Loans
In order to finance transaction costs in connection with a Business
Combination, the Initial Stockholders, or an affiliate of the Initial Stockholders, or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such
Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination,
without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon completion of a Business
Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Warrants. In the event
that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the
Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September
30, 2020 and August 28, 2020, there were no amounts outstanding under the Working Capital Loans.
Note 6 — Commitments
and Contingencies
Risks and Uncertainties
Management is currently evaluating the
impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have
a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or
search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NATURAL ORDER ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Registration and Stockholder Rights
The holders of the Founder Shares, Private
Warrants and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration and stockholder
rights pursuant to an agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of
a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of
the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to
the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Warrants
(and underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business
Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating
damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will
bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company will grant the underwriters
a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Proposed Public Offering price, less
the underwriting discounts and commissions.
The underwriters will be entitled to a
cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate (or $5,750,000 in the aggregate if the underwriters’
over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriters
will be entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate if the
underwriters’ over-allotment option is exercised in full). The deferred fee will become payable to the underwriters from
the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms
of the underwriting agreement.
Note 7 — Stockholders’
Equity
Common
stock — The Company is authorized to issue 10,000,000 shares of common stock with a par value of
$0.0001 per share. Holders of common stock are entitled to one vote for each share. At September 30, 2020 and August 28,
2020, there were 7,187,500 shares of common stock issued and outstanding, of which an aggregate of up to 937,500 shares of
common stock are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in
full or in part so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding common
stock after the Proposed Public Offering.
Warrants — Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) one
year from the closing of the Proposed Public Offering. The Public Warrants will expire five years from the completion of a
Business Combination or earlier upon redemption or liquidation.
No Public Warrants will be exercisable
for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon
exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a
registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within
120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration
statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants
on a cashless basis pursuant to an available exemption from registration under the Securities Act.
The Company may redeem
the Public Warrants:
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●
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in whole and not in part;
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●
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at a price of $0.01 per warrant;
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●
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at any time while the warrants become exercisable;
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●
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upon not less than 30 days’ prior written notice
of redemption to each warrant holder;
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●
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if, and only if, the reported last sale price of the Company’s
common stock equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third business
day prior to the notice of redemption to warrant holders; and
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●
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if, and only if, there is a current registration statement
in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire
30-day trading period referred to above and continuing each day thereafter until the date of redemption.
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If the Company calls the Public Warrants
for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a
“cashless basis,” as described in the warrant agreement.
NATURAL ORDER ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
The exercise price and number of shares
of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share
dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below,
the warrants will not be adjusted for issuance of shares of common stock at a price below its exercise price. The Company has agreed
to use its best efforts to have declared effective a prospectus relating to the common stock issuable upon exercise of the warrants
and keep such prospectus current until the expiration of the warrants. However, if the Company does not maintain a current prospectus
relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants for cash
and the Company will not be required to net cash settle or cash settle the warrant exercise. There will be no redemption rights
upon the completion of a Business Combination with respect to the Company’s warrants. If the Company is unable to complete
a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of
warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s
assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
In addition, if (x) the Company issues
additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a
Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price
or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such
issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Initial Stockholders or
such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of
the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its
common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its
Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the Market Value and the $16.50 per share redemption trigger price
will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.
The Private Warrants will be identical
to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Warrants will be
exercisable for cash (even if a registration statement covering the issuance of the common stock issuable upon exercise of such
warrants is not effective) or on a cashless basis, at the holder’s option and will not be redeemable by the Company, in each
case so long as they are held by the initial purchasers or their affiliates.
Note 8 — Subsequent
Events
The Company evaluated subsequent events and transactions that
occurred after August 28, 2020, the balance sheet date, up to September 11, 2020, the date that the audited financial statements
were available to be issued. The Company also evaluated subsequent events and transactions that occurred after September 30, 2020,
the balance sheet date, up to October 13, 2020, the date the unaudited interim financial statements were available to be issued.
Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in
the financial statements.
$250,000,000
Natural Order Acquisition Corp.
25,000,000 units
PRELIMINARY PROSPECTUS
Joint Book-Running Managers
Chardan
Barclays
,
2020
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table
sets forth the expenses payable by us in connection with the offering described in this registration statement (other than the
underwriting discount and commissions). All amounts are estimates except for the Securities and Exchange Commission (“SEC”)
registration fee, and the Financial Industry Regulatory Authority (“FINRA”) filing fee.
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Initial Trustees’ fee
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$
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6,500
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SEC Registration Fee
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31,367
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FINRA filing fee
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43,625
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Accounting fees and expenses
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40,000
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Nasdaq listing fees
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75,000
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Printing and engraving expenses
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30,000
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Legal fees and expenses
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225,000
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D&O insurance
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125,000
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Miscellaneous
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|
|
123,508
|
|
|
Total
|
|
$
|
700,000
|
|
Item 14. Indemnification of Directors and Officers.
Our certificate of
incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified
by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (“DGCL”).
Section 145 of the
DGCL concerning indemnification of officers, directors, employees and agents is set forth below.
Section 145. Indemnification
of officers, directors, employees and agents; insurance.
(a) A corporation
shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if
the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s
conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
(b) A corporation
shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed
to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent
that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred
by such person in connection therewith.
(d) Any indemnification
under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b)
of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination,
(1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum,
or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3)
if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including
attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action,
suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including
attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms
and conditions, if any, as the corporation deems appropriate.
(f) The indemnification
and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as
to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under
a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision
after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action,
suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time
of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
(g) A corporation
shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would
have the power to indemnify such person against such liability under this section.
(h) For purposes of
this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its separate existence had continued.
(i) For purposes of
this section, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving
at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
“not opposed to the best interests of the corporation” as referred to in this section.
(j) The indemnification
and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(k) The Court of Chancery
is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court
of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in
a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
In accordance with
Section 102(b)(7) of the DGCL, our certificate of incorporation, will provide that no director shall be personally liable to us
or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent
such limitation on or exemption from liability is not permitted under the DGCL unless they violated their duty of loyalty to our
company or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of
dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors.
The effect of this provision of our certificate of incorporation is to eliminate our rights and those of our stockholders (through
stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary
duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by
Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder
to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.
If the DGCL is amended
to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with our certificate
of incorporation, the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent
authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our certificate of incorporation limiting or eliminating
the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent
therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits
us to further limit or eliminate the liability of directors on a retroactive basis.
Our certificate of
incorporation will also provide that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current
and former officers and directors, as well as those persons who, while directors or officers of our corporation, are or were serving
as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an
employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative
or investigative, against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines,
the Employee Retirement Income Security Act of 1974 excise taxes and penalties and amounts paid in settlement) reasonably incurred
or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing, a person eligible for indemnification
pursuant to our certificate of incorporation will be indemnified by us in connection with a proceeding initiated by such person
only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to indemnification.
The right to indemnification
conferred by our certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurred
in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however,
that if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as an officer
or director of our corporation) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director,
to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses
under our certificate of incorporation or otherwise.
The rights to indemnification
and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our certificate of incorporation
may have or hereafter acquire under law, our certificate of incorporation, our bylaws, an agreement, vote of stockholders or disinterested
directors, or otherwise.
Any repeal or amendment
of provisions of our certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes
in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective
only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive
basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment
or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or
adoption of such inconsistent provision. Our certificate of incorporation will also permit us, to the extent and in the manner
authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our certificate
of incorporation.
Our bylaws, which
we intend to adopt immediately prior to the closing of this offering, include the provisions relating to advancement of expenses
and indemnification rights consistent with those set forth in our certificate of incorporation. In addition, our bylaws provide
for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full
by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect
us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against any
expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or
loss under the DGCL.
Any repeal or amendment
of provisions of our bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in
applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective
only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive
basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act
or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
We will enter into
indemnity agreements with each of our officers and directors a form of which is filed as Exhibit 10.7 to this Registration Statement.
These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law and to advance
expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Pursuant to the Underwriting
Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters and the underwriters
have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including
certain liabilities under the Securities Act.
Item 15. Recent Sales of Unregistered Securities.
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|
●
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In August
2020, Mr. Paresh Patel and Mr. Sebastiano Cossia Castiglioni and/or their respective
affiliates purchased 7,187,500 shares of our common stock for an aggregate purchase price
of $25,000, which we refer to herein as “founder shares” or “insider
shares.” The founder shares include an aggregate of up to 937,500 shares that are
subject to forfeiture to the extent that the underwriters’ over-allotment option
is not exercised in full or in part. Because these offers and sales were made to a single
purchaser in a transaction not involving a public offering, the shares were issued in
reliance on the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
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|
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●
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Our sponsor
has committed to purchase from us an aggregate of 7,200,000 (or 7,950,000 if the over-allotment
option is exercised in full) private warrants at $1.00 per private warrant for a total
purchase price of $7,200,000 (or $7,950,000 if the over-allotment option is exercised
in full). Each private warrant is exercisable for one-half share of common stock at an
exercise price of $11.50 per share. These purchases will take place on a private placement
basis simultaneously with the consummation of this offering. Because this offer and sale
is being made to a single purchaser, the sale does not involve a public offering and
is being made in reliance on the exemption from registration contained in Section 4(a)(2)
of the Securities Act. Of the $7,200,000 we will receive from the sale of the private
warrants, $5,700,000 will be used for offering expenses and $1,500,000 will be used for
working capital (or $6,450,000 will be used for offering expenses and $1,500,000 will
be used for working capital if the over-allotment option is exercised in full).
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No underwriting discounts
or commissions were paid with respect to such sales.
Item 16. Exhibits and Financial Statement Schedules.
(a)
The following exhibits are filed as part of this Registration Statement:
Item 17. Undertakings.
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(a)
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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 underwriter to permit prompt delivery to each purchaser.
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(b)
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Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue.
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(c)
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The undersigned
registrant hereby undertakes that:
|
(1) For the purpose
of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in
the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first
use.
(2) For the purpose
of determining liability of a registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned
registrant;
(iii) The portion of
any other free writing prospectus relating to the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(d) The undersigned
registrant hereby undertakes that:
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(1)
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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.
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(2)
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Weston, on the 13th day of October, 2020.
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NATURAL ORDER ACQUISITION CORP.
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By:
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/s/ Paresh Patel
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Name:
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Paresh Patel
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Title:
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Paresh Patel and Sebastiano Cossia Castiglioni his or her true and
lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead,
in any and all capacities to (1) act on, sign, and file with the Securities and Exchange Commission any and all amendments (including
post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits
thereto, (2) act on, sign, and file such certificates, instruments, agreements, and other documents as may be necessary or appropriate
in connection therewith, (3) act on and file any supplement to any prospectus included in this registration statement or any such
amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and (4) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he
or she might or could do in person, hereby approving, ratifying, and confirming all that such agent, proxy and attorney-in-fact
or any of his substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Name
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Position
|
|
Date
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/s/
Paresh Patel
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President,
Chief Executive Officer and Director
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October
13, 2020
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Paresh Patel
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(principal
executive officer)
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/s/
Marc Volpe
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Chief Financial
Officer
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October
13, 2020
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Marc Volpe
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(principal
financial and accounting officer)
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/s/
Sebastiano Cossia Castiglioni
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Chairman
of the Board
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October
13, 2020
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Sebastiano
Cossia Castiglioni
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II-6
Exhibit 1.1
25,000,000
Units
Natural Order Acquisition Corp.
UNDERWRITING AGREEMENT
[·],
2020
Chardan Capital Markets LLC
17 State Street, 21st Floor
New York, New York 10004
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
As Representatives of the Underwriters named on Schedule
A hereto
Ladies and Gentlemen:
The undersigned, Natural Order Acquisition
Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC and Barclays
Capital Inc. (together, hereinafter referred to as “you”, or as the “Representatives”) and with the other
underwriters named on Schedule A hereto for which you are acting as representatives (the Representatives and the
other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”),
as follows:
1. Purchase
and Sale of Securities.
1.1. Firm
Units.
1.1.1. Purchase
of Firm Units. On the basis of the representations and warranties herein contained, but subject to the terms and
conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an
aggregate of 25,000,000 units (the “Firm Units”) of the Company at a purchase price (net of discounts and
commissions, including the Deferred Underwriting Commission described in Section 1.3 below) of $9.45 per
Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth
opposite their respective names on Schedule A attached hereto and made a part hereof at a purchase price
(net of discounts and commissions, including the Deferred Underwriting Commission described in Section
1.3 below) of $9.45 per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be
offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit
consists of one (1) share of common stock, par value $0.0001, of the Company (“Common Stock”) and one (1)
redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one half (1/2) of
one share of Common Stock. The Common Stock and the Warrants included in the Firm Units will not be separately transferable
until the earlier of the 90th day after the date of the Prospectus (as defined below) (or, if such date is not a
Business Day, the following Business Day) or the announcement by the Company of the Representatives’ decision to allow
earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the
Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross
proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the
Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the
Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as defined below)
on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release
announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one half (1/2) of one share
of Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) one (1) year after the
effective date of the Registration Statement (as defined below) (“Effective Date”) or (b) upon the consummation
of a Business Combination (as defined below), and terminating on the fifth (5th) anniversary of the completion of a Business
Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share
exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one
or more businesses or entities. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written
notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of
the Common Stock is or exceeds $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period
ending on the third (3rd) Business Day prior to the day on which notice is given (“Force-Call Redemption”) if,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such
warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day
thereafter until the date of redemption.
1.1.2. Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second (2nd) Business
Day (as defined below) following the Effective Date of the Registration Statement (or the third (3rd) Business Day following the
Effective Date, if the Registration Statement is declared effective on or after 4:00 p.m. New York time) or at such earlier time
as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or at such other place as
shall be agreed upon by the Representatives and the Company. The closing of the public offering contemplated by this Agreement
is referred to herein as the “Closing” and the hour and date of delivery and payment for the Firm Units is referred
to herein as the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date at the Representatives’
election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House
funds. $250,000,000 ($287,500,000 if the Over-allotment Option (as defined in Section 1.2) is exercised in full), or $10.00 per
Firm Unit and Option Unit, of the proceeds received by the Company for the Firm Units and Option Units and from the Private Placement
(as defined in Section 1.4) shall be deposited in the trust account established by the Company for the benefit of the
public shareholders as described in the Registration Statement (the “Trust Account”) pursuant to the terms of an Investment
Management Trust Agreement (the “Trust Agreement”) by and between the Company and Continental Stock Transfer &
Trust Company. Such amount includes an aggregate of up to $8,750,000 (or up to $10,062,500 if the Over-allotment Option is exercised
in full), or $0.35 per Firm Unit and Option Unit, payable to the Underwriters as a Deferred Underwriting Commission (as defined
in Section 1.3) in accordance with, and subject to adjustment pursuant to, Section 1.3 hereof, to be placed
by the Underwriters in the Trust Account. The proceeds (less commissions, expense allowance and actual expense payments or other
fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to the Representatives of certificates
(in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of the Depository
Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names
and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the
Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery, at least one (1)
full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender
of payment by the Representatives for all the Firm Units. As used herein, the term “Business Day” shall mean any day
other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.
1.2. Over-Allotment
Option.
1.2.1. Option
Units. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Units, the
Underwriters are hereby granted, severally and not jointly, an option to purchase up to an additional 3,750,000 units from the
Company (the “Over-allotment Option”). Such additional 3,750,000 units shall be identical in all respects to the Firm
Units and are hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter collectively
referred to as the “Units,” and the Units, the Common Stock and Warrants included in the Units and the Common Stock
issuable upon exercise of the Warrants are hereinafter referred to collectively as the “Public Securities.” The purchase
price to be paid for the Option Units (net of discounts and commissions, including the Deferred Underwriting Commission described
in Section 1.3 below) will be $9.45 per Option Unit. The Option Units are to be offered initially to the public
at the offering price of $10.00 per Option Unit.
1.2.2. Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the
Representatives as to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after
the Effective Date. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of
the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the
Company from the Representatives, which must be confirmed in writing by overnight mail, facsimile transmission or e-mail
transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for
the Option Units, which will not be later than five (5) Business Days after the date of the notice or such other time as
shall be agreed upon by the Company and the Representatives, at the offices of the Representatives or at such other place or
in such other manner as shall be agreed upon by the Company and the Representatives. If such delivery and payment for the
Option Units does not occur on the Closing Date, the date and time of the closing for such Option Units will be as set forth
in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company
will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the
Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3. Payment
and Delivery. Delivery and payment for the Option Units shall be made at 10:00 AM, New York time, on the Option Closing Date
or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of the Representatives or
at such other place as shall be agreed upon by the Representatives and the Company. Payment for the Option Units shall be made
at the Representatives’ election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s)
in New York Clearing House funds, by deposit of the sum of $9.45 per Option Unit in the Trust Account pursuant to the Trust Agreement
upon delivery to the Representatives of certificates (in form and substance satisfactory to the Underwriters) representing the
Option Units (or through the facilities of DTC) for the account of the Underwriters. The Underwriters shall also place an aggregate
of $0.35 per Option Unit (up to $1,312,500), payable to the Underwriters, as Deferred Underwriting Commission, in accordance with Section
1.3 hereof, in the Trust Account. The Option Units shall be registered in such name or names and in such authorized denominations
as the Representatives may request not less than two (2) Business Days prior to the Closing Date or the Option Closing Date, as
the case may be, and will be made available to the Representatives for inspection, checking and packaging at the aforesaid office
of the Company’s transfer agent or correspondent not less than one (1) full Business Day prior to such Closing Date or Option
Closing Date.
1.3. Deferred Underwriting
Commission. The Underwriters agree that 3.5% of the gross proceeds from the sale of the Firm Units ($8,750,000) and 3.5% of
the gross proceeds from the sale of the Option Units (up to $1,312,500) (the “Deferred Underwriting Commission”)
will be deposited in and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the
Underwriters for their own account upon consummation of the Business Combination. The Deferred Underwriting Commission is due
and payable only to the Underwriters in the same proportions as set forth on Schedule A hereto. In the event that the Company
is unable to consummate a Business Combination and Continental Stock Transfer & Trust Company, as the trustee of the Trust
Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement,
the Underwriters agree that: (i) the Underwriters hereby forfeit any rights or claims to the Deferred Underwriting Commission
any Underwriter may have; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust
Account, shall be distributed on a pro-rata basis among the public shareholders.
1.4. Private Placement.
1.4.1. Placement
Warrants. Simultaneously with the Closing, Natural Order Sponsor LLC (the “Sponsor”) shall purchase from the
Company, pursuant to the Subscription Agreement (as defined in Section 2.23.2 hereof) an aggregate of 7,200,000 (or 7,950,000
if the Over-allotment Option is exercised in full) private warrants (the “Placement Warrants”) at $1.00 per
warrant for a total purchase price of $7,200,000 (or $7,950,000 if the Over-allotment Option is exercised in full) (the
“Private Placement”). Each Placement Warrant shall be identical to the Warrants except that the Placement
Warrants shall be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held
by the initial purchasers or their affiliates (as described in the Subscription Agreement and the Warrant Agreement (as
defined in Section 2.22 hereof)). The Placement Warrants and the Common Stock underlying the Placement Warrants are
hereinafter referred to collectively as the “Placement Securities” and the Placement Securities and Public
Securities are hereinafter referred to collectively as the “Securities.” There will be no placement agent in the
Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement
Securities.
2.
Representations and Warranties of the Company. The Company represents
and warrants to the Underwriters as follows:
2.1. Filing of Registration
Statement.
2.1.1. Pursuant
to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement and an amendment or amendments thereto, on Form S-1 (File No. 333-[·]),
including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included
in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the
Public Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment
or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the
rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register
the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied in all material respects.
Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the
registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents
filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule
430A of the Regulations), is hereinafter called the “Registration Statement,” and the form of the final prospectus
dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information
permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule
424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”,
as used in the Act, means [·] p.m., New York City time, on the date of this Agreement.
If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b)
under the Securities Act registering the Securities (a “Rule 462(b) Registration Statement”), then, unless otherwise
specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration
Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with
respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered
under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered
under the Securities Act with the filing of such Rule 462(b) Registration Statement. The Registration Statement has been declared
effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representatives
have determined that at the Time of Sale the Prospectus included an untrue statement of a material fact or omitted a statement
of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,
and have agreed to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new
purchase contracts, the Prospectus will be deemed to include any additional information available to purchasers at the time of
entry into the first such new purchase contract.
2.1.2. Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A (Registration No. 001-[·]),
providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units,
the Common Stock, and the Warrants. The registration of the Units, the Common Stock and the Warrants under the Exchange Act will
be declared effective by the Commission on or prior to the Effective Date.
2.2. No Stop Orders,
Etc. Neither the Commission nor, to the best of the Company’s knowledge, any state regulatory authority has issued any
order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or has instituted or, to
the best of the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
2.3. Disclosures
in Registration Statement.
2.3.1. 10b-5
Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of
the Regulations) of the Prospectus and at the Closing Date and the Option Closing Date, if any, the Registration Statement and
the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with the
Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations. Neither
the Registration Statement nor any Preliminary Prospectus or the Prospectus, nor any amendment or supplement thereto, on their
respective dates, did or will contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein (in the case of the Preliminary Prospectus and the Prospectus, in light
of the circumstances under which they were made), not misleading. When any Preliminary Prospectus was first filed with the Commission
(whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant
to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement
thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus
and any amendments thereof and supplements thereto complied or will have been corrected in the Prospectus to comply in all material
respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section
2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information
furnished to the Company with respect to the Underwriters by the Representatives expressly for use in the Registration Statement
or Prospectus or any amendment thereof or supplement thereto. It is understood the following identified statements set forth in
the Prospectus under the heading “Underwriting” constitute, for the purposes of this Agreement, information furnished
by the Representatives with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”
section, (ii) the first paragraph of the Underwriting subsection “Commissions and Discounts” and (iii) the Underwriting
subsection “Regulatory Restrictions on Purchase of Securities”.
2.3.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Preliminary Prospectus and the Prospectus
conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in
the Registration Statement, the Preliminary Prospectus or the Prospectus or to be filed with the Commission as exhibits to the
Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or
described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is
referred to in the Registration Statement, Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii)
is material to the Company’s business, has been duly and validly executed by the Company, is in full force and effect in
all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto,
in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be
limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought, and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the
Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s knowledge, no event has
occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the
Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result
in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency
or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation,
those relating to environmental laws and regulations.
2.3.3. Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the
benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the
Company’s formation, except as disclosed in the Registration Statement.
2.3.4. Regulations.
The disclosures in the Registration Statement, the Preliminary Prospectus and the Prospectus concerning the effects of Federal,
state and local regulation on the Company’s business as currently contemplated fairly summarize, to the best of the Company’s
knowledge, such effects and do not omit to state a material fact necessary to make the statements therein, (in the case of the
Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleading.
2.4. Changes After
Dates in Registration Statement.
2.4.1. No
Material Adverse Change. Except as contemplated in the Prospectus or specifically stated therein, since the respective dates
as of which information is given in the Registration Statement, any Preliminary Prospectus and/or the Prospectus: (i) there has
been no material adverse change in the condition, financial or otherwise, or business prospects of the Company; (ii) there have
been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; (iii) no member
of the Company’s board of directors or management has resigned from any position with the Company and (iv) no event or occurrence
has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members
of the Company’s board of directors or management to act in their capacities with the Company as described in the Registration
Statement and the Prospectus.
2.4.2. Recent
Securities Transactions, Etc. Except as contemplated in the Prospectus, subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money;
or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
2.5. Independent
Accountants. To the best of the Company’s knowledge, WithumSmith+Brown, PC (“Withum”), whose report is filed
with the Commission as part of the Registration Statement and included in the Registration Statement, the Preliminary Prospectus
and the Prospectus, are independent accountants as required by the Act and the Regulations and the Public Company Accounting Oversight
Board (including the rules and regulations promulgated by such entity, the “PCAOB”). To the best of the Company’s
knowledge, Withum is duly registered and in good standing with the PCAOB. Withum has not, during the periods covered by the financial
statements included in the Registration Statement and the Prospectus, provided to the Company any non-audit services, as such
term is used in Section 10A(g) of the Exchange Act.
2.6. Financial Statements;
Statistical Data.
2.6.1. Financial
Statements. The financial statements, including the notes thereto and supporting schedules included in the Registration
Statement, the Preliminary Prospectus and the Prospectus fairly present the financial position and the results of operations
of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in
conformity with generally accepted accounting principles, consistently applied throughout the periods involved; and the
supporting schedules included in the Registration Statement present fairly the information required to be stated therein. To
the best of the Company’s knowledge, no other financial statements or supporting schedules are required to be included
or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus. The Registration
Statement, the Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements,
obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other
persons that may have a material current or future effect on the Company’s financial condition, changes in financial
condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues
or expenses. To the best of the Company’s knowledge, there are no pro forma or as adjusted financial statements which
are required to be included in the Registration Statement and the Prospectus in accordance with Regulation S-X which have not
been included as so required.
2.6.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Preliminary Prospectus
and the Prospectus, if any, are based on or derived from sources which the Company reasonably and in good faith believes are reliable
and accurate, and such data agree with the sources from which they are derived.
2.7. Authorized Capital;
Options, Etc. The Company had at the date or dates indicated in the Registration Statement, the Preliminary Prospectus and
the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement,
the Preliminary Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement, the Preliminary
Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein.
Except as set forth in, or contemplated by, the Registration Statement, the Preliminary Prospectus and the Prospectus, on the
Effective Date of the Prospectus and on the Closing Date and the Option Closing Date, if any, there will be no options, warrants,
or other rights to purchase or otherwise acquire any authorized, but unissued Common Stock of the Company or any security convertible
into Common Stock of the Company, or any contracts or commitments to issue or sell Common Stock or any such options, warrants,
rights or convertible securities.
2.8. Valid Issuance
of Securities, Etc.
2.8.1. Outstanding
Securities. All issued and outstanding securities of the Company (including, without limitation, the Placement Securities)
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were
issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company. The Public Securities conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Preliminary Prospectus and the Prospectus. Subject to the disclosure contained in the Registration Statement, the
Preliminary Prospectus and the Prospectus with respect to the Placement Securities, the offers and sales of the outstanding Common
Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based
in part on the representations and warranties of the purchasers of such Common Stock, exempt from such registration requirements.
2.8.2. Securities
Sold. The Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued,
fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such
holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company
or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance
and sale of the Securities have been duly and validly taken. The Securities conform in all material respects to all statements
with respect thereto contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, as the case may be.
2.8.3. Placement
Securities. The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for,
will be validly issued, fully paid and non-assessable; the Placement Securities are not and will not be subject to the
preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all
corporate actions required to be taken for the authorization, issuance and sale of the Placement Securities have been duly
and validly taken. When issued, the Placement Warrants will constitute valid and binding obligations of the Company to issue
and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company
called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in
accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or
contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought. The Common Stock underlying the Placement Warrants have
been reserved for issuance upon the exercise of the Placement Warrants, when issued in accordance with the terms of the
Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders
thereof are not and will not be subject to personal liability by reason of being such holders.
2.8.4. No
Integration. Subject to the disclosure contained in the Registration Statement, the Preliminary Prospectus and/or the Prospectus
with respect to the Placement Securities, neither the Company nor any of its affiliates has, prior to the date hereof, made any
offer or sale of any securities which are required to be “integrated” pursuant to the Act or the Regulations with the
offer and sale of the Public Securities pursuant to the Registration Statement.
2.9. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Act or to include any such
securities in a registration statement to be filed by the Company.
2.10. Validity and
Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof),
the Trust Agreement, the Services Agreement (as defined in Section 3.5.2 hereof), the Subscription Agreement
(as defined in Section 2.23.3 hereof), the Registration Rights Agreement (as defined in Section 2.23.3 hereof)
and the Escrow Agreement (as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and
constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and
state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may
be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.11. No Conflicts,
Etc. The execution, delivery, and performance by the Company of this Agreement, the Warrant Agreement, the Trust Agreement,
the Services Agreement, the Subscription Agreement, the Registration Rights Agreement and the Escrow Agreement, the consummation
by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and
thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach
of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification,
termination or imposition of any material lien, charge or encumbrance upon any property or assets of the Company pursuant to the
terms of any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the amended
and restated certificate of incorporation of the Company; or (iii) violate any existing applicable law, rule, regulation, judgment,
order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties
or business.
2.12. No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition
of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement
or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company
is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The
Company is not in violation of any material agreement, license, permit, applicable law, rule, regulation, judgment or decree
of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or
businesses, except for such violations which would not reasonably be expected to have a material adverse effect on the
Company. The Company is not in violation of any term or provision of its amended and restated certificate of
incorporation.
2.13. Corporate Power;
Licenses; Consents.
2.13.1. Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the
date hereof to conduct its business for the purposes described in the Registration Statement, the Preliminary Prospectus and the
Prospectus. To the Company’s knowledge, the disclosures in the Registration Statement and the Prospectus concerning the effects
of federal, state and local regulation on the Offering and the Company’s business purpose as currently contemplated are correct
in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the
statements therein (with respect to the Preliminary Prospectus and the Prospectus, in light of the circumstances under which they
were made), not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other than
in connection with and in furtherance of the Offering.
2.13.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained.
No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid
issuance, sale and delivery of the Securities and the consummation of the transactions and agreements contemplated by this Agreement,
the Warrant Agreement, the Trust Agreement, the Services Agreement, the Subscription Agreement, the Registration Rights Agreement
and the Escrow Agreement and as contemplated by the Prospectus, except with respect to applicable federal and state securities
laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority (“FINRA”).
2.14. D&O Questionnaires.
To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed
by the Company’s shareholders immediately prior to the Offering (the “Initial Shareholders”) and each of the
Company’s officers and directors and provided to the Underwriters is true and correct and the Company has not become aware
of any information which would cause the information disclosed in the questionnaires completed by the Initial Shareholders and
each officer or director, to become inaccurate and incorrect.
2.15. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the best of the Company’s knowledge, threatened against, or involving the Company or, to the best
of the Company’s knowledge, the Initial Shareholders, which has not been disclosed in the Registration Statement, the Questionnaires,
the Preliminary Prospectus and the Prospectus.
2.16. Good Standing.
The Company has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization
and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership
or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have
a material adverse effect on the Company.
2.17. No Contemplation
of a Business Combination. Prior to the date hereof, neither the Company, its officers and directors nor the Initial Shareholders
had, and as of the Closing Date, the Company and such officers and directors and Initial Shareholders will not have had: (i) any
specific Business Combination under consideration or contemplation; or (ii) any substantive interactions or discussions with any
target business regarding a possible Business Combination.
2.18. Transactions
Affecting Disclosure to FINRA.
2.18.1. Except
as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee by the Company or the Initial Shareholders with respect
to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s
knowledge, the Initial Shareholders that may affect the Underwriters’ compensation, as determined by FINRA.
2.18.2. The
Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company
persons who raised or provided capital to the Company; (ii) to any FINRA member; or (iii) to any person or entity that has any
direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date,
other than payments to the Representatives.
2.18.3. No
officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered,
regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”)
is a member, a person associated, or affiliated with a member of FINRA.
2.18.4. No
Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open
market), except as may be disclosed in the Questionnaires.
2.18.5. No
Company Affiliate has made a subordinated loan to any member of FINRA.
2.18.6. No
proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid
to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein and
in the Subscription Agreement.
2.18.7. The
Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential
underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior
to the initial filing date of the Registration Statement.
2.18.8. No
person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date
of the Registration Statement has any relationship or affiliation or association with any member of FINRA.
2.18.9. No
FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict
of interest” exists when a member of FINRA and its associated persons, parent or affiliates in the aggregate beneficially
own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred
equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which
are members of FINRA.
2.18.10. Except
with respect to the Representatives in connection with the Offering, the Company has not entered into any agreement or
arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day
period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the
receipt of any underwriting compensation and/or the transfer of any warrants, options, or other securities from the Company
to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the
Offering and any related persons.
2.19. Foreign Corrupt
Practices Act. Neither the Company nor the Initial Shareholders or any other person acting on behalf of the Company has, directly
or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in
the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee
of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for
office (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is,
or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed
transaction) that: (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or
proceeding; (ii) if not given in the past, might have had a material adverse effect on the assets, business or operations of the
Company as reflected in any of the financial statements contained in the Registration Statement, the Preliminary Prospectus and/or
the Prospectus; or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects
of the Company. The Company’s internal accounting controls and procedures are sufficient to cause the Company to comply
with the Foreign Corrupt Practices Act of 1977, as amended.
2.20. Patriot Act.
Neither the Company nor, to the Company’s knowledge, any officer, director or Initial Shareholder has violated: (i) the
Bank Secrecy Act, as amended; (ii) the Money Laundering Control Act of 1986, as amended; or (iii) the Uniting and Strengthening
of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the
rules and regulations promulgated under any such law, or any successor law.
2.21. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representatives or
to the Representatives’ counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the
matters covered thereby.
2.22. Warrant Agreement.
The Company has entered into a warrant agreement with respect to the Placement Warrants and Public Warrants with Continental
Stock Transfer & Trust Company, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant
Agreement”).
2.23. Agreements
with Officers, Directors and Initial Shareholders.
2.23.1. Insider
Letters. The Company has caused to be duly executed legally binding and enforceable agreements (except: (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability
of any indemnification, contribution or non-compete provision may be limited under the federal and state securities laws; and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought) annexed as exhibits to the Registration
Statement (the “Insider Letter”), pursuant to which each of the officers, directors and Initial Shareholders of the
Company agree to certain matters.
2.23.2. Subscription
Agreement. Sponsor has executed and delivered an agreement, the form of which is attached as an exhibit to the Registration
Statement (the “Subscription Agreement”), pursuant to which Sponsor, among other things, will purchase the Placement
Securities.
2.23.3. Registration
Rights Agreement. The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration
Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will
be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement
and described more fully in the Registration Statement.
2.23.4. Escrow
Agreement. The Company has caused the Initial Shareholders to enter into an escrow agreement (the “Escrow Agreement”)
with Continental Stock Transfer & Trust Company substantially in the form filed as an exhibit to the Registration Statement,
whereby the Common Stock owned by the Initial Shareholders will be held in escrow during the period in which they are subject to
the transfer restrictions as set forth in the Prospectus. During such escrow period, the Initial Shareholders shall be prohibited
from selling or otherwise transferring such shares (except as otherwise set forth in the Escrow Agreement) but will retain the
right to vote any such Common Stock. To the Company’s knowledge, the Escrow Agreement is enforceable against each of the
Initial Shareholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or
conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the
Initial Shareholders is a party.
2.24. Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering
and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.
2.25. Covenants Not
to Compete. To the Company’s knowledge, the officers and directors of the Company are not subject to any non-competition
agreement or non-solicitation agreement with any employer or prior employer which could materially affect its ability to be an
employee, officer or director of the Company.
2.26. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended
(the “Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s
net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16)
of the Investment Company Act).
2.27. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
business entity.
2.28. Related Party
Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate, on
the one hand, and any director, officer, shareholder, customer or supplier of the Company or any Company Affiliate, on the other
hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Preliminary
Prospectus and/or the Prospectus which is not so described and described as required. There are no outstanding loans, advances
(except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company
to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as
disclosed in the Registration Statement, the Preliminary Prospectus and/or the Prospectus. The Company has not extended or maintained
credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any
director or officer of the Company.
2.29. No Influence.
The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of
unlawfully influencing: (i) a customer or supplier of the Company or any Company Affiliate to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate; or (ii) a journalist or publication to write or publish favorable
information about the Company or any such affiliate.
2.30. Trading of
the Public Securities on the Nasdaq Capital Market. As of the Effective Date and the Closing Date, the Public Securities will
have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which would
effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of
the Public Securities on the Nasdaq Capital Market.
2.31. Emerging
Growth Company Status. From the date of the Company’s formation through the date hereof, the Company has been and is
an “emerging growth company,” as defined in Section 2(a) of the Act.
2.32. Smaller
Reporting Company Status. As of the time of filing of the Registration Statement, the Company was a “smaller reporting
company,” as defined in Rule 12b-2 of the Exchange Act Regulations.
2.33. Free-Writing
Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute
an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing
prospectus” as defined in Rule 405. The Company (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters
Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning
of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has
not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representatives and individuals
engaged by the Representatives. The Company has not distributed any written Testing-the-Waters Communications other than those
listed on Schedule B hereto. As used herein, “Testing-the-Waters Communication” means any oral or written communication
with potential investors undertaken in reliance on Section 5(d) of the Act.
2.34. Economic
Sanctions. Neither the Company nor, to the Company’s knowledge, any officer, director, Initial Shareholder, agent or
affiliate of the Company is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (“OFAC”) or any similar sanctions imposed by any other body, governmental or other, to which any
of such persons is subject (collectively, “other economic sanctions”); and the Company will not directly or indirectly
use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity, for the purpose of financing the activities of any person currently subject to any sanctions
administered by OFAC or other economic sanctions.
2.35. Definition
of “Knowledge”. As used in this Agreement, the term “knowledge of the Company” (or similar language)
shall mean the knowledge of the officers and directors of the Company who are named in the Prospectus, with the assumption that
such officers and directors shall have made reasonable and diligent inquiry of the matters presented.
3.
Covenants of the Company. The Company covenants and agrees as follows:
3.1. Amendments to
Registration Statement. The Company will deliver to the Representatives, prior to filing, any amendment or supplement to the
Registration Statement or Prospectus proposed to be filed after the Effective Date and will not file any such amendment or supplement
to which the Representatives shall reasonably object in writing.
3.2. Federal Securities
Laws.
3.2.1. Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use all reasonable efforts to comply
with all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under the Exchange
Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities
in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities
is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the
Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or if it is necessary during such period to amend the Registration
Statement or amend or supplement the Prospectus to comply with the Act, the Company will notify the Representatives promptly and
prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment to the Registration Statement or
amendment or supplement to the Prospectus (at the expense of the Company) so as to correct such statement or omission or effect
such compliance.
3.2.2. Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representatives) with
the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange
Act Registration. For a period of five (5) years from the Effective Date, or until such earlier time upon which the Company
is required to be liquidated, the Company will use its best efforts to maintain the registration of the Units, the Common Stock
and the Warrants (prior to the Business Combination) under the provisions of the Exchange Act. The Company will not deregister
the Units, the Common Stock or the Warrants (except in connection with the Business Combination) without the prior written consent
of the Representatives.
3.2.4. Sarbanes-Oxley
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter
maintain material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations
promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity
or agency with jurisdiction over the Company.
3.2.5. Blue
Sky Filing. Unless the Public Securities are listed on the Nasdaq Capital Market or another national securities exchange, the
Company, at its expense, will endeavor in good faith, in cooperation with the Representatives, at or prior to the time the Registration
Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of such jurisdictions
as the Representatives may reasonably designate, provided that no such qualification shall be required in any jurisdiction
where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation
doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless
the Representatives agree that such action is not at the time necessary or advisable, use all reasonable efforts to file and make
such statements or reports at such times as are or may be required by the laws of such jurisdiction.
3.2.6. Delivery
to Underwriters of Prospectuses. The Company will deliver to each of the several Underwriters, without charge, from time to
time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies
of each Preliminary Prospectus and Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably
request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Representatives
two original executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all
exhibits filed therewith or incorporated therein by reference and all original executed consents of certified experts.
3.3. Effectiveness
and Events Requiring Notice to the Representatives. The Company will use all reasonable efforts to cause the Registration
Statement to remain effective and will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness
of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any
Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of
the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities
for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of
the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus;
(v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of
any event during the period described in Section 3.4 hereof that, in the judgment of the Company, makes any statement
of a material fact made in the Registration Statement, the Preliminary Prospectus and/or the Prospectus untrue or that requires
the making of any changes in the Registration Statement, the Preliminary Prospectus and/or the Prospectus in order to make the
statements therein, (with respect to the Prospectus, in light of the circumstances under which they were made), not misleading.
If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company
will make every reasonable effort to obtain promptly the lifting of such order.
3.4. Review of Financial
Statements. Until the earlier of five (5) years from the Effective Date, or until such earlier date upon which the Company
is required to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified public accountants
to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement
or filing of quarterly financial information, if any.
3.5. Affiliated Transactions.
3.5.1. Business
Combinations. The Company will not consummate a Business Combination with any entity which is affiliated with the Initial Shareholders
or an officer or director of the Company unless the Company obtains an opinion from an independent investment banking firm regulated
by FINRA or independent accounting firm stating the Business Combination is fair to the Company’s shareholders from a financial
perspective.
3.5.2. Administrative
Services. The Company has entered into an administrative support agreement (the “Services Agreement”) with the
Sponsor in the form filed as an exhibit to the Registration Statement pursuant to which the Sponsor has made and will continue
to make available to the Company general and administrative services including office space and utilities for the Company’s
use for $10,000 per month.
3.5.3. Compensation.
Except as set forth in this Section 3.5, the Company shall not pay any officer, director or Initial Shareholder, or
any of their affiliates, any fees or compensation from the Company, for services rendered to the Company prior to, or in connection
with, the Offering or the consummation of a Business Combination .
3.6. Secondary
Market Trading. In the event the Public Securities are not listed on the Nasdaq Capital Market or another national
securities exchange, the Company will (i) apply to be included in Mergent, Inc. Manual for a period of five (5) years from
the consummation of a Business Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a
secondary market trading exemption for the Company’s securities in such jurisdictions as reasonably requested by the
Representatives, and (iii) take such other action as may be reasonably requested by the Representatives to obtain a secondary
market trading exemption in such other states as may be requested by the Representatives; provided that no
qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of
general process or to taxation as a foreign entity doing business in such jurisdiction.
3.7. Financial Public
Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain
a financial public relations firm reasonably acceptable to the Representatives for a term to be agreed upon by the Company and
the Representatives.
3.8. Reports to the
Representatives.
3.8.1. Periodic
Reports, Etc. For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is dissolved,
the Company will furnish to the Representatives and their counsel copies of such financial statements and other periodic and special
reports as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to
the Representatives: (i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy
of every press release and every news item and article with respect to the Company or its affairs which was released by the Company;
(iii) a copy of each Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company; (iv) five (5) copies of
each Registration Statement; and (v) such additional documents and information with respect to the Company and the affairs of any
future subsidiaries of the Company as the Representatives may from time to time reasonably request; provided that
the Representatives shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably
acceptable to the Representatives and their counsel in connection with the Representatives’ receipt of such information.
Documents filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)
shall be deemed to have been delivered to the Representatives pursuant to this section.
3.8.2. Transfer
Sheets. For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is dissolved,
the Company shall retain a transfer and warrant agent acceptable to the Representatives (the “Transfer Agent”). In
the event the Public Securities are not listed on the Nasdaq Capital Market or another national securities exchange, the Company
will furnish to the Underwriters at the Company’s sole cost and expense such transfer sheets of the Company’s securities
as the Representatives may request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC.
Continental Stock Transfer & Trust Company is an acceptable Transfer Agent to the Representatives.
3.8.3. Trading
Reports. If the Public Securities are quoted on the OTC Bulletin Board (or any successor trading market) or a market operated
by the OTC Market Group Inc. (or similar publisher of quotations), then during such time the Company shall provide to the Representatives,
at its expense, such reports published by the OTC Bulletin Board or the OTC Market Group Inc. relating to price trading of the
Public Securities, as the Representatives shall reasonably request. In addition to the requirements of the preceding sentence,
if the Public Securities are not listed on the Nasdaq Capital Market or such other national securities exchange for a period of
two (2) years from the Closing Date, the Company, at its expense, shall provide the Representatives a subscription to the Company’s
weekly Depository Transfer Company Security Position Reports.
3.9.
[Intentionally left blank].
3.10. Payment of
Expenses.
3.10.1. General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing
Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the
Company under this Agreement, including, but not limited to: (i) the Company’s legal and accounting fees and
disbursements; (ii) the costs of preparing, printing, mailing (including the payment of postage with respect to such mailing)
and delivering the Registration Statement, the Preliminary Prospectus and final Prospectus contained therein and amendments
thereto, post-effective amendments and supplements thereto, this Agreement and related documents, including the cost of all
copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be
required by the Underwriters; (iii) the printing, engraving, issuance and delivery of the Units, the Common Stock and the
Warrants, including any transfer or other taxes payable thereon; (iv) if the Public Securities are not listed on the Nasdaq
Capital Market or such other national securities exchange, the qualification of the Public Securities under state or foreign
securities or Blue Sky laws specified by Representatives, including the costs of printing and mailing the “Preliminary
Blue Sky Memorandum,” and all amendments and supplements thereto, and fees and disbursements for counsel of the
Representatives’ choice retained for such purpose; (v) filing fees (including SEC filing fees), costs and expenses
(including third party expenses and disbursements) incurred in registering the Offering; (vi) filing fees incurred in
registering the Offering with FINRA; (vii) fees and expenses of counsel to the Underwriters; (viii) fees and disbursements of
the registrar and transfer and rights and warrant agent; (ix) the Company’s expenses associated with “due
diligence” meetings arranged by the Representatives (none of which will be received or paid on behalf of an
“underwriter and related person” as such term is defined in Rule 5110 of FINRA’s Rules); (x) all costs and
expenses associated with “road show” marketing and “due diligence” trips for the Company’s
management to meet with prospective investors, including without limitation, all travel, food and lodging expenses associated
with such trips; (xi) all fees, expenses and disbursements relating to background checks of the Company’s directors,
director nominees and executive officers; (xii) the preparation of leather bound volumes and lucite cube mementos in such
quantities as the Underwriter may reasonably request and (xiii) all other reasonable costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.10.1 that the
Underwriters have notified the Company about on or prior to the Closing Date . The Representatives may deduct from the net
proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the fees and
expenses set forth above to be paid by the Company to the Representatives and others, as agreed to by the Company in
writing; provided, however, that such fees and expenses deducted from the net proceeds of the
Offering payable to the Company shall not exceed $100,000 in the aggregate. If the Offering is not consummated for any reason
whatsoever, except as a result of the Representatives’ or any Underwriter’s breach or default with respect to any
of its obligations described in this Agreement, then the Company shall reimburse the Representatives for its out-of-pocket
accountable expenses actually incurred by the Representatives, including, without limitation, its legal fees (less any
amounts previously paid), up to an aggregate amount of $100,000. It is acknowledged that the Company has already paid $50,000
(the “Advance”) to the Representatives which shall be credited against the aggregate amount of $100,000. To the
extent that the Representatives’ out-of-pocket expenses are less than this advance, the Representatives shall refund
the excess to the Company.
3.10.2. Fee
on Termination of Offering. Notwithstanding anything contained herein to the contrary, upon termination of the Offering
the Company shall: (A) reimburse the Representatives for, or otherwise pay and bear, the expenses and fees to be paid and borne
by the Company as provided for in Section 3.10.1 above, as applicable, and (B) reimburse the Representatives for
the full amount of its accountable out-of-pocket expenses actually incurred to such date (which shall include, but shall not be
limited to, all fees and disbursements of the Representatives’ counsel, travel, lodging and other “road show”
expenses, mailing, printing and reproduction expenses, and any expenses incurred by the Representatives in conducting its due diligence,
including background checks of the Company’s officers and directors), up to an aggregate amount of $100,000, less the amounts
previously paid and any amounts previously paid to the Representatives in reimbursement for such expenses. If applicable, and solely
in the event of a termination of this Offering, the Representatives shall refund to the Company any portion of the Advance previously
received by the Representatives which is in excess of the accountable out-of-pocket expenses actually incurred to such date by
the Representatives.
3.11. Application
of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the
application described under the caption “Use of Proceeds” in the Prospectus.
3.12. Delivery of
Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth (15th) full calendar month following the Effective Date, an earnings statement
(which need not be certified by independent public or independent certified public accountants unless required by the Act or the
Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least
twelve (12) consecutive months beginning after the Effective Date.
3.13. Notice to FINRA.
3.13.1. Business
Combination. In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the
Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide
the following to FINRA and the Representatives prior to the consummation of the Business Combination: (i) complete details of all
services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the
merger and acquisition services should not be considered an “underwriter and related person” (as such term is defined
in Rule 5110 of FINRA’s Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement
or potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business
Combination.
3.13.2. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise
become a member of FINRA, it shall promptly notify FINRA.
3.14. Stabilization.
Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representatives)
has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Firm Units or Option Units.
3.15. Internal Controls.
The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.
3.16. Accountants.
For a period of five (5) years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain Withum or other independent public accountants reasonably acceptable to the Representatives.
3.17. Form 8-K.
The Company shall, on the date hereof, retain its independent public accountants to audit the financial statements of the Company
as of the Closing Date (the “Audited Financial Statements”) reflecting the receipt by the Company of the proceeds
of the Offering and the Private Placement, as well as the proceeds from the exercise of the Over-Allotment if such exercise has
occurred on the date of the Prospectus. Within four (4) Business Days of the Closing Date, the Company will file a Current Report
on Form 8-K with the Commission, which Report shall contain the Audited Financial Statements.
3.18. FINRA.
The Company shall advise FINRA if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or associated
person of a FINRA member participating in the distribution of the Company’s Public Securities.
3.19. Corporate Proceedings.
All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions
contemplated hereby shall have been done to the reasonable satisfaction of counsel for the Underwriters.
3.20. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only in “government
securities” with specific maturity dates or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise
conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company
consummates a Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding
or trading securities.
3.21. Business Combination
Announcement. Within four (4) Business Days following the consummation by the Company of a Business Combination, the Company
shall cause an announcement (“Business Combination Announcement”) to be issued by a press release service announcing
the consummation of the Business Combination and indicating that the Representatives was one of the co-managing underwriters in
the Offering and also indicating the name and location of any other financial advisors engaged by the Company as a merger and
acquisitions advisor. The Company shall supply the Representatives with a draft of the Business Combination Announcement and provide
the Representatives with a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination
Announcement without the final approval of the Representatives, which approval will not be unreasonably withheld.
3.22. Press Releases.
The Company agrees that it will not issue press releases or engage in any other publicity, without the Representatives’
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Effective Date.
3.23. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Representatives, at its expense, within one (1)
Business Day from the Effective Date, an Electronic Prospectus to be used by the Underwriters in connection with the
Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or
supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format,
satisfactory to the Representatives, that may be transmitted electronically by the other Underwriters to offerees and
purchasers of the Firm Units and Option Units for at least the period during which a Prospectus relating to the Firm Units
and Option Units is required to be delivered under the Act; (ii) it shall disclose the same information as the paper
prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be
disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus
with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall
be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow
recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such
recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby
confirms that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise with the Commission and
in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an
investor or his or her representative within the period when a prospectus relating to the Firm Units and Option Units is
required to be delivered under the Securities Act, the Company shall transmit or cause to be transmitted promptly, without
charge, a paper copy of the Prospectus.
3.24. Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which
are issuable upon exercise of the Warrants and the Placement Warrants outstanding from time to time.
3.25. Private Placement
Proceeds. On or prior to the Closing, the Company shall deposit all of the proceeds from the Private Placement in the Trust
Account and shall provide the Representatives with evidence of the same.
3.26. No Amendment
to Charter.
3.26.1. Prior
to the closing of a Business Combination, the Company covenants and agrees it will not seek to amend or modify its certificate
of incorporation without the prior approval of its Board of Directors and the affirmative vote of a majority of the voting
power of the Common Stock.
3.26.2. The
Company acknowledges that the purchasers of the Firm Units and Option Units in this Offering shall be deemed to be third party
beneficiaries of this Section 3.26.
3.26.3. The
Representatives and the Company specifically agree that this Section 3.26 shall not be modified or amended in
any way without the approval of a majority of the voting power of the Common Stock.
3.27. Financial Printer.
The Company shall retain a financial printer, reasonably acceptable to the Representatives, for the purpose of facilitating the
Company’s EDGAR filings and the printing of the Preliminary Prospectus and Prospectus.
3.28. Listing on
the Nasdaq Capital Market. The Company will use commercially reasonable efforts to maintain the listing of the Public Securities
on the Nasdaq Capital Market or another national securities exchange until the earlier of five (5) years from the Effective Date
or until the Public Securities are no longer registered under the Exchange Act.
3.29. Payment of
Deferred Underwriting Commission on Business Combination. Upon the consummation of a Business Combination, the Company agrees
that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters,
in accordance with Section 1.3.
3.30. Emerging
Growth Company Status. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth
Company at any time prior to the completion of the distribution of the Units within the meaning of the Act.
4.
Conditions of Underwriters’ Obligations. The obligations of
the several Underwriters to purchase and pay for the Firm Units and Option Units, as provided herein, shall be subject to the
continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date
and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions
hereof and to the performance by the Company of its obligations hereunder and to the following conditions:
4.1. Regulatory Matters.
4.1.1. Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 5:00 P.M., New York time,
on the date of this Agreement or such later date and time as shall be consented to in writing by the Representatives, and, at each
of the Closing Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission
and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction
of of counsel for the Underwriters.
4.1.2. FINRA
Clearance. By the Effective Date, the Representatives shall have received clearance from FINRA as to the amount of compensation
allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. No
Commission Stop Order. At each of the Closing Date and the Option Closing Date, the Commission has not issued any order or
threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any part thereof,
and has not instituted or threatened to institute any proceedings with respect to such an order.
4.1.4. No
Blue Sky Stop Orders. No order suspending the sale of the Firm Units and Option Units in any jurisdiction designated by the
Representatives pursuant to Section 3.3 hereof, if any, shall have been issued on either the Closing Date or the Option Closing
Date, and no proceedings for that purpose shall have been instituted or shall be contemplated.
4.1.5. The
Nasdaq Capital Market. By the Effective Date, the Public Securities shall have been approved for trading on the Nasdaq Capital
Market.
4.2. Company Counsel
Matters.
4.2.1. Closing
Date Opinion of Counsel. On the Closing Date, the Representatives shall have received the favorable opinion of Loeb &
Loeb LLP (“Loeb”), counsel to the Company, dated the Closing Date, addressed to the Representatives and the other
Underwriters and in form and substance reasonably satisfactory to the Representatives. The opinion of counsel shall further
include a statement to the effect that such counsel has participated in conferences with officers and other representatives
of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters
at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters were
discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement, final Preliminary Prospectus and the Prospectus
(except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to
believe that either the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement
thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein (in the case of the Preliminary Prospectus and the
Prospectus, in light of the circumstances under which they were made), not misleading (it being understood that such counsel
need express no opinion with respect to the financial statements and related notes and schedules and other financial and
statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus or matters relating
to the sale of securities in any jurisdiction outside the U.S.). The opinion of counsel shall state that such counsel is not
opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will
have on any other securities of the Company or on the Offering.
4.2.2. Option
Closing Date Opinion of Counsel. On each Option Closing Date, if any, the Representatives shall have received the favorable
opinion of Loeb, dated each Option Closing Date, addressed to the Representatives and in form and substance reasonably satisfactory
to counsel to the Underwriters, confirming as of each Option Closing Date, the statements made by Loeb in its opinion delivered
on the Closing Date and also opining as to the issuance of the Option Units and the securities underlying the Option Units.
4.2.3. Reliance.
In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates or other
written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents
respecting the corporate existence or good standing of the Company, provided that copies of any such statements
or certificates shall be delivered to the Underwriters’ counsel if requested. The opinion of counsel for the Company shall
include a statement to the effect that it may be relied upon by counsel for the Underwriters in its opinion delivered to the Underwriters.
4.3. Cold Comfort
Letter. At the time this Agreement is executed, and at each of the Closing Date and the Option Closing Date, if any, the Representatives
shall have received a letter, addressed to the Representatives and in form and substance satisfactory in all respects (including
the nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representatives from
Withum dated, respectively, as of the date of this Agreement and as of the Closing Date and the Option Closing Date, if any:
4.3.1. Confirming
that they are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the
applicable Regulations;
4.3.2. Stating
that in their opinion the financial statements of the Company included in the Registration Statement, the Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations
thereunder;
4.3.3. Stating
that, on the basis of limited procedures which included a reading of the latest available minutes of the shareholders and board
of directors and the various committees of the board of directors, consultations with officers and other employees of the Company
responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention
which would lead them to believe that: (a) at a date not later than five (5) days prior to the Effective Date, Closing Date or
Option Closing Date, as the case may be, there was any change in the capital stock or long-term debt of the Company, or any decrease
in the shareholders’ equity of the Company as compared with amounts shown in the August 28, 2020 balance sheet included in
the Registration Statement, the Preliminary Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration
Statement, the Preliminary Prospectus and the Prospectus, or, if there was any decrease, setting forth the amount of such decrease;
and (c) during the period from August 28, 2020 (balance sheet date) to a specified date not later than five (5) days prior to the
Effective Date, Closing Date or Option Closing Date, as the case may be, there was any decrease in net loss or net loss per share
of Common Stock, in each case as compared with the Statement of Operations for the period from August 10, 2020 (inception) to August
28, 2020 included in the Registration Statement and the Prospectus, or, if there was any such decrease, setting forth the amount
of such decrease;
4.3.4. Stating
they have compared specific dollar amounts, numbers of shares, percentages of earnings, statements and other financial information
pertaining to the Company set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus in each case to
the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records,
including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results
obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute
an examination in accordance with the standards of the PCAOB) set forth in the letter and found them to be in agreement; and
4.3.5. Statements
as to such other matters incident to the transaction contemplated hereby as the Representatives may reasonably request.
4.4. Officers’
Certificates.
4.4.1. Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representatives shall have received a certificate
of the Company signed by the Chief Executive Officer or the President and the Secretary or Assistant Secretary of the Company,
dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed
all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior
to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section
4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may
be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition,
the Representatives will have received such other and further certificates of officers of the Company as the Representatives may
reasonably request.
4.4.2. Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representatives shall have received a certificate
of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Closing Date,
as the case may be, certifying: (i) that the amended and restated certificate of incorporation and bylaws of the Company are true
and complete, have not been modified and are in full force and effect; (ii) that the resolutions relating to the Offering are in
full force and effect and have not been modified; (iii) all correspondence between the Company or their counsel and the Commission;
(iv) all correspondence between the Company or their counsel and the Nasdaq Stock Market; and (v) as to the incumbency of the officers
of the Company. The documents referred to in such certificate shall be attached to such certificate.
4.5. No Material
Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material
adverse change or development that is likely to result in a material adverse change in the condition or prospects or the business
activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration
Statement and Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against
the Company or the Initial Shareholders before or by any court or federal or state commission, board or other administrative agency
wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial
condition or income of the Company, except as set forth in the Registration Statement, the Preliminary Prospectus and Prospectus;
(iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or threatened by
the Commission; and (iv) the Registration Statement, the Preliminary Prospectus and the Prospectus and any amendments or supplements
thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations
and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement,
the Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in
the case of the Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleading.
4.6. Delivery of
Agreements.
4.6.1. Effective
Date Deliveries. On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Trust
Agreement, the Warrant Agreement, the Services Agreement, all of the Insider Letters, the Subscription Agreement, the Registration
Rights Agreement and the Escrow Agreement.
5.
Indemnification.
5.1. Indemnification
of Underwriters.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters and each
dealer selected by the Representatives that participates in the offer and sale of the Firm Units and Option Units (each a “Selected
Dealer”) and each of their respective directors, officers and employees and each person, if any, who controls any such Underwriter
(“Controlling Person”) within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any
and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever,
whether arising out of any action between any of the Underwriters and the Company or between any of the Underwriters and any third
party or otherwise) to which they or any of them may become subject under the Act, the Exchange Act or any other federal, state
or local statute, law, rule, regulation or ordinance or at common law or otherwise or under the laws, rules and regulation of foreign
countries, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in: (i) any
Preliminary Prospectus, the Registration Statement, or the Prospectus (as from time to time each may be amended and supplemented);
(ii) any post-effective amendment or amendments or any new registration statement and prospectus under which securities of the
Company issued; or (iii) any application or other document or written communication, including any Testing-the-Waters Communication
(in this Section 5, collectively called “Application”) executed by the Company or based upon written information furnished
by the Company in any jurisdiction in order to qualify the Firm Units and Option Units under the securities laws thereof or filed
with the Commission, any state securities commission or agency, the Nasdaq Stock Market or any securities exchange; or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance
upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such
Underwriter expressly for use in any Preliminary Prospectus, the Registration Statement, the Prospectus, or any amendment or supplement
thereof, or any Testing-the-Waters Communication. With respect to any untrue statement or omission or alleged untrue statement
or omission made in the Preliminary Prospectus, the indemnity agreement contained in this paragraph shall not inure to the benefit
of any Underwriter to the extent that any loss, liability, claim, damage or expense of such Underwriter results from the fact that
a copy of the Prospectus was not given or sent to the person asserting any such loss, liability, claim or damage at or prior to
the written confirmation of sale of the Securities to such person as required by the Act and the Regulations, and if the untrue
statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance
by the Company with its obligations under Section 3.2 hereof. The Company agrees to promptly notify the Representatives
of the commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons
in connection with the issue and sale of the Securities or in connection with the Preliminary Prospectus, the Registration Statement,
the Prospectus or any Testing-the-Waters Communication.
5.1.2. Procedure.
If any action is brought against an Underwriter or Controlling Person in respect of which indemnity may be sought against the
Company pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the
institution of such action and the Company shall assume the defense of such action, including the employment and fees of
counsel (subject to the reasonable approval of such Underwriter) and payment of actual expenses. Such Underwriter or
Controlling Person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of such Underwriter or such Controlling Person unless: (i) the employment of such
counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the defense of
such action within reasonable time under the circumstances; (ii) the Company shall not have employed counsel to have charge
of the defense of such action; or (iii) such indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those available to the Company, or another
conflict of interest or conflict as to legal representation exists (in which case the Company shall not have the right to
direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees
and expenses of not more than one additional firm of attorneys selected by the Underwriter and/or Controlling Person shall be
borne by the Company. Notwithstanding anything to the contrary contained herein, if the Underwriter or Controlling Person
shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any
settlement of such action which approval shall not be unreasonably withheld.
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
officers and employees, and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the
several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions
made in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or
in any Application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect
to such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement,
or the Prospectus, or any amendment or supplement thereto or in any such Application, which furnished written information, it
is expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. In case any
action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration
Statement, or the Prospectus, or any amendment or supplement thereto or any Application, and in respect of which indemnity may
be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and
each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section
5.1.2.
5.3. Contribution.
5.3.1. Contribution
Rights. In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled
to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially
determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact
that this Section 5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange
Act or otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this
Section 5, then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters,
as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the
underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the
Company is responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay
in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and
employee of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company,
as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the
Company, as applicable.
5.3.2. Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the
commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made
against another party (“Contributing Party”), notify the Contributing Party of the commencement thereof, but the
omission to so notify the Contributing Party will not relieve it from any liability which it may have to any other party
other than for contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such
party notifies a Contributing Party or its representative of the commencement thereof within the aforesaid fifteen (15) days,
the Contributing Party will be entitled to participate therein with the notifying party and any other Contributing Party
similarly notified. Any such Contributing Party shall not be liable to any party seeking contribution on account of any
settlement of any claim, action or proceeding effected by such party seeking contribution on account of any settlement of any
claim, action or proceeding effected by such party seeking contribution without the written consent of such Contributing
Party. The contribution provisions contained in this Section are intended to supersede, to the extent permitted by law, any
right to contribution under the Act, the Exchange Act or otherwise available. The Underwriters’ obligations to
contribute pursuant to this Section 5.3 are several and not joint.
6.
Default by an Underwriter.
6.1. Default Not
Exceeding 10% of Firm Units or Option Units. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the
Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm
Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the
default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default Exceeding
10% of Firm Units or Option Units. In the event that the default addressed in Section 6.1 above relates to
more than 10% of the Firm Units or Option Units, the Representatives may in its discretion arrange for itself or for another party
or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If, within
one (1) Business Day after such default relating to more than 10% of the Firm Units or Option Units, the Representatives does
not arrange for the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one
(1) Business Day within which to procure another party or parties satisfactory to the Company and the Representatives to purchase
said Firm Units or Option Units on such terms. In the event neither the Company nor the Representatives arranges for the purchase
of the Firm Units or Option Units to which a default relates as provided in this Section 6, this Agreement may be
terminated by the Company without liability on the part of the Company (except as provided in Sections 3.10 and 5 hereof)
or the several Underwriters (except as provided in Section 5 hereof); provided, however,
that if such default occurs with respect to the Option Units, this Agreement will not terminate as to the Firm Units; and provided
further that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters
and to the Company for damages occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event the Firm Units or Option Units to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the
right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business
Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Preliminary Prospectus
and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly
any amendment to, or to supplement, the Registration Statement, the Preliminary Prospectus and/or the Prospectus, as the case
may be, that in the opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it
had originally been a party to this Agreement with respect to such Securities.
7.
Additional Covenants.
7.1. Additional Shares
or Options. The Company hereby agrees that until the Company consummates a Business Combination, it shall not issue any Common
Stock or any options or other securities convertible into Common Stock, or any class of shares which participate in any manner
in the Trust Account or which vote as a class with the Common Stock on a Business Combination.
7.2. Trust Account
Waiver Acknowledgments. The Company hereby agrees that it will not commence its due diligence investigation of any operating
business or businesses which the Company seeks to acquire (each, a “Target Business”) unless and until such Target
Business acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and
subsequently acknowledges the same in any definitive document replacing any of the foregoing), that: (i) it has read the Prospectus
and understands that the Company has established the Trust Account, initially in an amount of $250,000,000 (or $287,500,000 if
the over-allotment option is exercised in full) for the benefit of the public shareholders, and that (ii) for and in consideration
of the Company agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it, such Target
Business agrees that it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Account
(“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The Company further
agrees that it will use all reasonable efforts, prior to obtaining the services of any vendor, to obtain a written acknowledgment
from such vendor, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently
acknowledges the same in any definitive document replacing any of the foregoing), that: (i) such vendor has read the Prospectus
and understands that the Company has established the Trust Account, initially in an amount of $250,000,000 (or $287,500,000 if
the over-allotment option is exercised in full) for the benefit of the public shareholders, and that (ii) for and in consideration
of the Company agreeing to engage the services of the vendor, such vendor agrees that it does not have any Claim and waives any
Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company
and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in
the form attached hereto as Exhibit A and B, respectively. Furthermore, each officer and director
of the Company shall execute a waiver letter in the form attached hereto as Exhibit C.
7.3. Insider Letters.
The Company shall not take any action or omit to take any action which would cause a breach of any of the Insider Letters executed
among the Initial Shareholders, the officers and directors of the Company, and the Company or the Subscription Agreement and will
not allow any amendments to, or waivers of, such Insider Letters or the Subscription Agreement without the prior written consent
of the Representatives.
7.4. Certificate
of Incorporation. The Company shall not take any action or omit to take any action that would cause the Company to be in material
breach or violation of its amended and restated certificate of incorporation or by-laws. Except as provided in Section
3.26, prior to the consummation of a Business Combination, the Company will not amend its amended and restated certificate
of incorporation, without the prior written consent of the Representatives.
7.5. Tender Offer
Documents, Proxy Materials and Other Information. The Company shall provide counsel to the Representatives with copies of
all tender offer documents or proxy information and all related material filed with the Commission in connection with a Business
Combination concurrently with such filing with the Commission. In addition, the Company shall furnish any other State in which
the Offering was registered, such information as may be requested by such State.
7.6. Acquisition/Liquidation
Procedure
7.7. .
The Company agrees that it will comply with its amended and restated certificate of incorporation in connection with the consummation
of a Business Combination or the failure to consummate a Business Combination within 12 months from the Effective Date (subject
to extension for three additional three month periods, as described in the Prospectus).
7.7. Rule 419.
The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior
to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s
outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during
such period.
7.8. Presentation
of Potential Target Businesses. The Company shall cause the Company’s officers, directors and Initial Shareholders to
agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Company’s
officers, directors and Initial Shareholders will present to the Company for its consideration, prior to presentation to any other
person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company
of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders
might have.
7.9. [Intentionally
left blank].
8.
Representations and Agreements to Survive Delivery. Except as the
context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations,
warranties and agreements at the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements
of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof, shall
remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, the Company
or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Firm Units and
Option Units to the several Underwriters until the earlier of the expiration of any applicable statute of limitations and the
seventh anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties
and agreements shall terminate and be of no further force and effect.
9.
Effective Date of This Agreement and Termination Thereof.
9.1. Effective Date.
This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the
Commission.
9.2. Termination.
The Representatives shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any
domestic or international event or act or occurrence has materially disrupted, or in the Representatives’ opinion will
in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New
York Stock Exchange, the NYSE American, the Nasdaq Stock Market or on the OTC Bulletin Board (or successor trading market)
shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for
securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the OTC Bulletin
Board or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States
shall have become involved in a war or an initiation or increase in major hostilities, or (iv) if a banking moratorium has
been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared
which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a
material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which,
whether or not such loss shall have been insured, will, in the Representatives’ opinion, make it inadvisable to proceed
with the delivery of the Firm Units or Option Units; or (vii) if any of the Company’s representations, warranties or
covenants hereunder are breached; or (viii) if the Representatives shall have become aware after the date hereof of such a
material adverse change in the conditions or prospects of the Company, or such material adverse change in general market
conditions, including, without limitation, as a result of terrorist activities after the date hereof, as in the
Representatives’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Firm
Units and Option Units or to enforce contracts made by the Underwriters for the sale of the Firm Units or Option Units.
9.3. Expenses.
In the event this Agreement shall not be carried out for any reason whatsoever, except as a result of the Representatives’
or any Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement, within
the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket
expenses actually incurred by the Representatives related to the transactions contemplated herein shall be governed by Section
3.10 hereof.
9.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such
election or termination or failure to carry out the terms of this Agreement or any part hereof.
10.
Miscellaneous.
10.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered
by hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed,
or by electronic transmission via PDF, and shall be deemed given when so mailed, delivered, or faxed or transmitted (or if mailed,
three days after such mailing):
If to the Representatives:
Chardan Capital Markets, LLC
17 State Street, 21st Floor
New York, New York 10004
Attn.: George Kaufman
Email: gkaufman@chardancm.com
Fax: (646) 465-9036
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Attn.: Andrew Garcia
Email: andrew.garcia@barclays.com
Copy to (which copy shall not be deemed to constitute notice to the Representatives):
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attn: Derek J. Dostal
Email: derek.dostal@davispolk.com
Fax: (212) 701-5322
If to the Company:
Natural Order Acquisition Corp.
30 Colpitts Road
Weston, Massachusetts 02493
Attn: Paresh Patel
Email: paresh@sandcapllc.com
Copy to (which copy shall not be deemed to constitute notice to the Company):
Loeb& Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso, Esq.
Email: gcaruso@loeb.com
Fax: (212) 407-4000
10.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.
10.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire Agreement.
This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement)
constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all
prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5. Binding Effect.
This Agreement shall inure solely to the benefit of and shall be binding upon the Representatives, the Underwriters, the Company
and the Controlling Persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provisions herein contained.
10.6. Governing Law,
Venue, etc.
10.6.1. This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to the conflict of laws principles thereof. Each of the Representatives and the Company (and any individual
signatory hereto): (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or
the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York; (ii) waives any objection which such party may have or
hereafter have to the venue of any such suit, action or proceeding; and (iii) irrevocably and exclusively consents to the
jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding.
10.6.2. Each
of the Representatives and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of
any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York,
or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company
or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service
of process upon the Company or any such individual in any such suit, action or proceeding, and service of process upon the Representatives
mailed by certified mail to the Representatives’ addresses shall be deemed in every respect effective service process upon
the Representatives, in any such suit, action or proceeding.
10.6.3. THE
COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
10.6.4. The
Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of
its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
10.7. Execution in
Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by fax, electronic mail (including email,
.pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method shall constitute valid and sufficient delivery thereof. Each of the parties represents that it has undertaken commercially
reasonable steps to verify the identity of each individual person executing any such counterparts via electronic signature on
behalf of such Party and has and will maintain sufficient records of the same.
10.8. Waiver, Etc.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or
construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written
instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such
breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.
10.9. No
Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in
connection with the Offering. The Company further acknowledges that the Underwriters are acting pursuant to a contractual
relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties
intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or
any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the
Offering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar
obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading
up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the
Underwriters agree that they are each responsible for making their own independent judgments with respect to any such
transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions,
including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do
not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent
permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach
of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any
matters leading up to such transactions.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
If the foregoing correctly sets forth the
understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement between us.
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Very truly yours,
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NATURAL ORDER ACQUISITION CORP.
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Agreed to and accepted on the date first above written.
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Acting on behalf of themselves and as the Representatives of the several Underwriters.
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CHARDAN CAPITAL MARKETS LLC
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SCHEDULE A
NATURAL ORDER ACQUISITION CORP.
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Underwriters
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Number of Firm Units
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Chardan Capital Markets LLC
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Barclays Capital Inc.
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B.Riley Securities, Inc.
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Total
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25,000,000
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SCHEDULE B
SCHEDULE OF WRITTEN TESTING-THE-WATERS COMMUNICATIONS
Reference is made to the materials used
in the testing the waters presentation made to potential investors by
the Company, to the extent such materials
are deemed to be a “written communication” within the meaning
of Rule 405 under the Act.
EXHIBIT A
Form of Target Business Letter
Natural Order Acquisition Corp.
30 Colpitts Road
Weston, Massachusetts 02493
Attn: Paresh Patel
Email: paresh@sandcapllc.com
Gentlemen:
Reference is made to the Final Prospectus
of Natural Order Acquisition Corp. (the “Company”), dated [ ], 2020 (the “Prospectus”). Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus and understand
that the Company has established a “trust account”, initially in an amount of at least $250,000,000 for the benefit
of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for (i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and
(ii) interest earned by the trust account that may be released to the Company from time to time to fund the Company’s working
capital and general corporate requirements, proceeds in the trust account will not be released until (a) the consummation of a
Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination
within the allotted time.
For and in consideration of the Company
agreeing to evaluate the undersigned for purposes of consummating a business combination or other form of acquisition with it,
the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the
trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with the Company and will not seek recourse against the trust account for any reason
whatsoever.
Print Name of Target Business
Authorized Signature of Target Business
EXHIBIT B
Form of Vendor Letter
Natural Order Acquisition Corp.
30 Colpitts Road
Weston, Massachusetts 02493
Attn: Paresh Patel
Email: paresh@sandcapllc.com
Gentlemen:
Reference is made to the Final Prospectus
of Natural Order Acquisition Corp. (the “Company”), dated [ ], 2020 (the “Prospectus”). Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus and understand
that the Company has established a “trust account”, initially in an amount of at least $250,000,000 for the benefit
of the “public shareholders” and the underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for (i) interest earned on the trust account that may be released to the Company to pay any taxes it incurs, and
(ii) interest earned by the trust account that may be released to the Company from time to time to fund the Company’s working
capital and general corporate requirements, proceeds in the trust account will not be released until (a) the consummation of a
Business Combination, or (b) the dissolution and liquidation of the Company if it is unable to consummate a Business Combination
within the allotted time.
For and in consideration of the Company
agreeing to use the products or services of the undersigned, the undersigned hereby agrees that it does not have any right, title,
interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives any Claim it
may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not
seek recourse against the trust account for any reason whatsoever.
Print Name of Vendor
Authorized Signature of Vendor
EXHIBIT C
Form of Director/Officer Letter
Natural Order Acquisition Corp.
[●]
[●]
Attn: [●]
Gentlemen:
The undersigned officer or director of
Natural Order Acquisition Corp. (the “Company”) hereby acknowledges that the Company has established the “trust
account”, initially in an amount of at least $250,000,000 for the benefit of the “public shareholders” and the
underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for (i) interest
earned on the trust account that may be released to the Company to pay any taxes it incurs, and (ii) interest earned by the trust
account that may be released to the Company from time to time to fund the Company’s working capital and general corporate
requirements, proceeds in the trust account will not be released until (a) the consummation of a Business Combination, or (b) the
dissolution and liquidation of the Company if it is unable to consummate a Business Combination within the allotted time.
The undersigned hereby agrees that, except
for its liquidation rights with respect to any Common Stock acquired in the Offering or in the aftermarket, it does not have any
right, title, interest or claim of any kind in or to any monies in the trust account (the “Claim”) and hereby waives
any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not
seek recourse against the trust account for any reason whatsoever.
Notwithstanding the foregoing, such waiver
shall not apply to any shares acquired by the undersigned in the public market.
Print Name of Officer/Director
Signature of Officer/Director
C-1
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
NATURAL ORDER ACQUISITION CORP.
THE UNDERSIGNED, in order
to form a corporation for the purposes herein stated, under and pursuant to the provisions of the General Corporation Law of the
State of Delaware, hereby certifies as follows:
FIRST:
The name of the corporation is Natural Order Acquisition Corp. (hereinafter called the "Corporation").
SECOND:
The registered office of the Corporation is to be located at 3411 Silverside Road, Tatnall Building, #104, in the City of Wilmington,
in the County of New Castle, Delaware 19901. The name of its Registered Agent at such address is Corporate Creations Network Inc.
THIRD:
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH:
The name and mailing address of the incorporator is: Jaszick Maldonado, c/o Loeb & Loeb LLP, 345 Park Avenue, New York NY 10154.
FIFTH:
The total number of shares which the Corporation shall have authority to issue is ten million (10,000,000) shares of common stock,
$0.0001 par value.
SIXTH:
A Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director of the Corporation, except to the extent that exculpation from liability is not permitted under the General
Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this
paragraph shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with
respect to any acts or omissions of such Director occurring
SEVENTH:
In furtherance and not in imitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly
authorized to make, alter or repeal the By-Laws of the Corporation; provided, however, that no By-Laws hereafter adopted by the
Board of Directors or stockholders shall invalidate any prior act of the Directors which would have been valid if such By-Laws
had not been adopted.
EIGHTH:
The Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and
upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending
or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was or has agreed to be a Director or officer of the Corporation or while a Director or officer is or was
serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including
attorneys’ fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered)
in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however,
that the foregoing shall not require the Corporation to indemnify or advance expenses to any person in connection with any action,
suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of
other indemnification rights arising under any By-Law, agreement, vote of Directors or stockholders or otherwise and shall inure
to the benefits of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph
shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established.
Any repeal or modification of the foregoing provisions of this paragraph shall not adversely affect any right or protection of
a Director or officer of the Corporation with respect to any acts or omissions of such Director or officer occurring prior to such
repeal or modification.
NINTH:
In furtherance of and not in limitation of powers conferred by statute, it is further provided:
1. Election
of Directors need not be by written ballot unless the By-Laws of the Corporation so provide.
2. Meetings
of stockholders may be held within or without the State of Delaware, as the By Laws may provide.
3. To
the extent permitted by law, the books of the Corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.
TENTH:
Except as otherwise provided herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained
in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
IN
WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed this Certificate of Incorporation
this 10th day of August, 2020.
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/s/ Jaszick Maldonado
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Jaszick Maldonado, Incorporator
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Exhibit 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NATURAL ORDER ACQUISITION CORP.
Pursuant to Section 245 of the
Delaware General Corporation Law
Natural Order Acquisition Corp., a corporation
existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows:
1. The
name of the corporation is Natural Order Acquisition Corp.
2. The
corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on
August 10, 2020.
3. This
Amended and Restated Certificate of Incorporation restates, integrates and amends the Certificate of Incorporation of the corporation.
4. This
Amended and Restated Certificate of Incorporation was duly adopted by the written consent of the directors and stockholders of
the corporation in accordance with the applicable provisions of Sections 141(f), 228, 242 and 245 of the General Corporation Law
of Delaware (“DGCL”).
5. The
Certificate of Incorporation of the corporation is hereby amended and restated to read in its entirety as follows:
FIRST: The
name of the corporation is Natural Order Acquisition Corp. (hereinafter called the “Corporation”).
SECOND: The
registered office of the Corporation is to be located at 3411 Silverside Road, Tatnall Building. #104, City of Wilmington, County
of New Castle, 19901. The name of its registered agent at that address is Corporate Creations Network Inc.
THIRD: The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
FOURTH: The
total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 101,000,000, of which
100,000,000 shares shall be common stock, par value $0.0001 per share (“Common Stock”), and 1,000,000 shares shall
be preferred stock, par value $0.0001 per share (“Preferred Stock”).
A. Preferred
Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series,
and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed
in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock
Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of
the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any
series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
B. Common
Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of
the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.
FIFTH: This
Article Fifth shall apply during the period commencing upon the filing of this Amended and Restated Certificate of Incorporation
and terminating upon the consummation of any “Business Combination” (as defined below). A “Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination involving the Corporation and one or more businesses or entities (“Target Business”), or entering
into contractual arrangements that give the Corporation control over such a Target Business, and, if the Corporation is then listed
on a national securities exchange, the Target Business has a fair market value equal to at least 80% of the balance in the Trust
Fund (defined below), less any taxes payable on interest earned, at the time of signing a definitive agreement in connection with
the initial Business Combination. “IPO Shares” shall mean the shares sold pursuant to the registration statement on
Form S-1 (“Registration Statement”) filed with the Securities and Exchange Commission (“Commission”) in
connection with the Corporation’s initial public offering (“IPO”). The “fair market value” for purposes
of this Article Fifth will be determined by the Board of Directors of the Corporation based upon one or more standards generally
accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). If the Board of
Directors is unable to independently determine the fair market value of the Target Business, the Corporation will obtain an opinion
from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect
to the satisfaction of such criteria.
A. Prior
to the consummation of a Business Combination, the Corporation shall either (i) submit any Business Combination to its holders
of Common Stock for approval (“Proxy Solicitation”) pursuant to the proxy rules promulgated under the Securities Exchange
Act of 1934, as amended (“Exchange Act”), or (ii) provide its holders of IPO Shares with the opportunity to sell their
shares to the Corporation by means of a tender offer (“Tender Offer”).
B. If
the Corporation engages in a Proxy Solicitation with respect to a Business Combination, the Corporation will consummate the Business
Combination only if a majority of the then outstanding shares of Common Stock present and voted at the meeting to approve the Business
Combination are voted for the approval of such Business Combination.
C. In
the event that a Business Combination is consummated by the Corporation or the Corporation holds a vote of its stockholders to
amend its Certificate of Incorporation relating to stockholders’ rights or the Corporation’s pre-Business Combination
activities, any holder of IPO Shares who (i) voted on the proposal to approve such Business Combination or amend the Certificate
of Incorporation, whether such holder voted in favor or against such Business Combination or amendment, and followed the procedures
contained in the proxy materials to perfect the holder’s right to convert the holder’s IPO Shares into cash, if any,
or (ii) tendered the holder’s IPO Shares as specified in the tender offer materials therefore, shall be entitled to receive
the Conversion Price (as defined below) in exchange for the holder’s IPO Shares. The Corporation shall, promptly after consummation
of the Business Combination or the filing of the amendment to the Certificate of Incorporation with the Secretary of State of the
State of Delaware, convert such shares into cash at a per share price equal to the quotient determined by dividing (i) the amount
then held in the Trust Fund (as defined below) plus any interest earned and not previously released to the Corporation and not
necessary to pay the Corporation’s taxes on such funds, by (ii) the total number of IPO Shares then outstanding (such price
being referred to as the “Conversion Price”). “Trust Fund” shall mean the trust account established by
the Corporation at the consummation of its IPO and into which the amount specified in Registration Statement is deposited. Notwithstanding
the foregoing, a holder of IPO Shares, together with any affiliate of his, her or its or any other person or entity with whom he,
she or it is acting in concert or as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (“Group”)
with, will be restricted from demanding conversion in connection with a proposed Business Combination with respect to more than
an aggregate of 20% of the IPO Shares. Accordingly, all IPO Shares beneficially owned by such holder or any other person or entity
with whom such holder is acting in concert or as a Group in excess of 20.0% or more of the IPO Shares will remain outstanding following
consummation of such Business Combination in the name of the stockholder and not be converted.
D. The
Corporation will not consummate any Business Combination unless it (or any successor) has net tangible assets of at least $5,000,001
upon consummation of such Business Combination. The Corporation will only consummate a Business Combination if the post-Business
Combination company in which the Corporation’s public stockholders own shares will own or acquire 50% or more of the outstanding
voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required
to register as an investment company under the Investment Company Act of 1940.
E. In
the event that the Corporation does not consummate a Business Combination by 24 months from the consummation of the IPO (such date
being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares
for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights
as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements
of the DGCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the DGCL finding the
dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL,
dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s
plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under
the DGCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price
shall be equal to the Trust Fund plus any interest earned on the funds held in the Trust Fund and not previously released to the
Corporation and not necessary to pay its taxes divided by the total number of IPO Shares then outstanding.
F. A
holder of IPO Shares shall only be entitled to receive distributions from the Trust Fund in the event (i) he, she or it demands
conversion of his, her or its shares in accordance with paragraph C above or (ii) that the Corporation has not consummated a Business
Combination by the Termination Date as described in paragraph E above. In no other circumstances shall a holder of IPO Shares have
any right or interest of any kind in or to the Trust Fund. A public holder that holds IPO Shares beneficially through a nominee
must identify itself to the Corporation in connection with any election to receive distributions from the Trust Fund in order to
validly convert such IPO Shares in accordance with paragraph C above.
G. Prior
to the consummation of the Corporation’s initial Business Combination, the Corporation may not (i) issue (other than the
IPO Shares) any securities which participate in or are otherwise entitled in any manner to any of the proceeds in the Trust Fund
or which vote as a class with the Common Stock on a Business Combination or (ii) consummate any other Business Combination.
H. The
management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number
of directors that shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by a majority of the
authorized number of directors constituting the Board of Directors.
I. The
Board of Directors shall be divided into three classes: First Class, Second Class and Third Class. The number of directors in each
class shall be as nearly equal as possible. The Board of Directors is authorized to assign members of the Board of Directors already
in office to such classes at the time the classification becomes effective. The directors in First Class shall be elected for a
term expiring at the first annual meeting of stockholders, the directors in Second Class shall be elected for a term expiring at
the second annual meeting of stockholders and the directors in Third Class shall be elected for a term expiring at the third annual
meeting of stockholders. Commencing at the first annual meeting of stockholders, and at each annual meeting thereafter, directors
elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual
meeting of stockholders after their election. Except as the DGCL may otherwise require, in the interim between annual meetings
of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors
and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including
unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum (as defined in the Corporation’s Bylaws), or by the sole remaining
director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall
have been elected and qualified or until his or her earlier resignation, removal or death. A director elected to fill a vacancy
resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose
death, resignation or removal shall have created such vacancy and until his or her successor shall have been elected and qualified.
SIXTH: The
following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and
for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
A. Election
of directors need not be by ballot unless the Bylaws of the Corporation so provide.
B. The
Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to
or repeal the bylaws of the Corporation as provided in the Bylaws of the Corporation.
C. The
directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders
or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that
shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented
in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented
in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved
or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack
because of directors’ interests, or for any other reason.
D. In
addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered
to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless,
to the provisions of the statutes of Delaware, of this Amended and Restated Certificate of Incorporation, and the Bylaws of the
Corporation; provided, however, that no bylaw so made shall invalidate any prior act of the directors which would have been valid
if such bylaw had not been made.
SEVENTH:
A. A
director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so
amended. To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply
with respect to the Corporation or any of its officers or directors, and the Corporation renounces any expectancy that any of the
directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation,
except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation only
with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer
of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise
be reasonable for the Corporation to pursue.
B. To
the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of
expenses to) directors, officers and agents of the Corporation (and any other persons to which applicable law permits the Corporation
to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested
directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law.
C. Any
repeal or modification of any provision of this Article Seventh shall only be prospective and shall not affect the rights or protections
or increase the liability of any director under this Article Seventh in effect at the time of the alleged occurrence of any act
or omission to act giving rise to liability or indemnification.
D. Notwithstanding
the foregoing provisions of this Article Seventh, no indemnification nor advancement of expenses will extend to any claims made
by the Corporation’s officers and directors to cover any loss that such individuals may sustain as a result of such individuals’
agreement to pay debts and obligations to target businesses or vendors or other entities that are owed money by the Corporation
for services rendered or contracted for or products sold to the Corporation, as described in the Registration Statement.
EIGHTH: Whenever
a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation
and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers
appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree
to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement,
the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders,
of this Corporation, as the case may be, and also on this Corporation.
NINTH:
A. Unless
the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or,
if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within
the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for
the District of Delaware) and any appellate court therefrom shall be the sole and exclusive forum for the following claims or causes
of action under the Delaware statutory or common law: (A) any derivative claim or cause of action brought on behalf of the Corporation;
(B) any claim or cause of action for breach of a fiduciary duty owed by any current or former director, officer, employee or agent
of the Corporation, to the Corporation or the Corporation’s stockholders, or any claim or cause of action for aiding and
abetting any such breach; (C) any claim or cause of action against the Corporation or any current or former director, officer or
other employee of the Corporation, arising out of or pursuant to any provision of the DGCL, this Amended and Restated Certificate
of Incorporation or the Bylaws of the Corporation (as each may be amended from time to time); (D) any claim or cause of action
seeking to interpret, apply, enforce or determine the validity of this Amended and Restated Certificate of Incorporation or the
Bylaws of the Corporation (as each may be amended from time to time, including any right, obligation, or remedy thereunder); (E)
any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (F)
any claim or cause of action against the Corporation or any current or former director, officer or other employee of the Corporation,
governed by the internal-affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court having
personal jurisdiction over the indispensable parties named as defendants. This Section A of Article Ninth shall not apply to claims
or causes of action brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the “1933 Act”),
or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
B. Unless
the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal
district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause
of action arising under the 1933 Act.
C. Any
person or entity holding, owning or otherwise acquiring any interest in any security of the Corporation shall be deemed to have
notice of and consented to the provisions of this Amended and Restated Certificate of Incorporation.
TENTH: The
Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate
of Incorporation, in the manner now or hereafter prescribed by statute and all rights conferred upon the stockholders herein are
granted subject to this reservation.
ELEVENTH: Subject
to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law,
special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer
of the Corporation, or the Board of Directors pursuant to a resolution adopted by a majority of the Board, and the ability of the
stockholders of the Corporation to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence,
special meetings of stockholders of the Corporation may not be called by another person or persons. Advance notice of stockholder
nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders
of the Corporation shall be given in the manner provided in the Bylaws. Except as may be otherwise provided for or fixed pursuant
to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) relating to the rights of
the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the IPO, any action required or permitted
to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders
and may not be effected by written consent of the stockholders.
TWELFTH:
A. The
Corporation will not be subject to Section 203 of the DGCL.
B. Notwithstanding
paragraph A of this Article Twelfth, the Corporation shall not engage in any business combination (as defined below) at any point
in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act with any interested
stockholder (as defined below) for a period of three years following the time that such stockholder became an interested stockholder,
unless:
(a) prior to such time, the Board
of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested
stockholder;
(b) upon consummation of the
transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85%
of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares
owned by persons who are directors and also officers of the Corporation; or
(c) at or subsequent to such
time, the business combination is approved by the Board of Directors and authorized by the affirmative vote of at least 66-2/3%
of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.
C. For
purposes of this Article Twelfth:
(a) “affiliate” means
a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, another person.
(b) “associate,”
when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other
entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class
of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such
person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of
such spouse, who has the same residence as such person.
(c) “business combination,”
when used in reference to the Corporation and any interested stockholder, means:
(i) any merger or consolidation
of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (A) with the interested stockholder,
or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused
by the interested stockholder and as a result of such merger or consolidation paragraph B of this Article Twelfth is not applicable
to the surviving entity;
(ii) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder
of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation
or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to
10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the
aggregate market value of all the outstanding stock of the Corporation;
(iii) any transaction which results
in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any
stock of the Corporation or of such subsidiary to the interested stockholder, except: (A) pursuant to the exercise, exchange or
conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary
which securities were outstanding prior to the time that the interested stockholder became such; (B) pursuant to a merger under
Section 251(g) of the DGCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of
securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security
is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested
stockholder became such; (D) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders
of said stock; or (E) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (C)-(E)
of this subsection (iii) shall there be an increase in the interested stockholder’s proportionate share of the stock of any
class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional
share adjustments);
(iv) any transaction involving
the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly,
of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class
or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial
changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly
or indirectly, by the interested stockholder; or
(v) any receipt by the interested
stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans,
advances, guarantees or pledges (other than those expressly permitted in subsections (i)-(iv) above) provided by or through the
Corporation or any direct or indirect majority-owned subsidiary.
(d) “control,” including
the terms “controlled by” and “under common control with,” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting
stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of a corporation, partnership,
unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance
of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds
voting stock, in good faith and not for the purpose of circumventing this Article Twelfth, as an agent, bank, broker, nominee,
custodian or trustee for one or more owners who do not individually or as a group have control of such entity.
(e) “interested stockholder”
means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation), who together
with that person’s affiliates and associates, is the owner of 20% or more of the outstanding voting stock of the Corporation
at any time within the three year period immediately prior to the date on which it is sought to be determined whether such person
is an interested stockholder, and the affiliates and associates of such person; provided, however, that the term “interested
stockholder” shall not include (A) the Principal Stockholder or Principal Stockholder Transferees or any “group”
(within the meaning of Rule 13d-5 of the Exchange Act) that includes any Principal Stockholder or Principal Stockholder Transferee
or (B) any person whose ownership of shares in excess of the 20% limitation set forth herein is the result of any action taken
solely by the Corporation; provided that such person specified in this clause (B) shall be an interested stockholder if thereafter
such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused,
directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting
stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the
definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
(f) “owner,” including
the term “owned,” when used with respect to any stock, means a person that individually or with or through any of its
affiliates or associates:
(i) beneficially
owns such stock, directly or indirectly;
(ii) has (A) the right to acquire
such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement
or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however,
that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any
of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (B) the right
to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed
the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to
vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten
or more persons; or
(iii) has any agreement, arrangement
or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described
in item (B) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates
or associates beneficially own, directly or indirectly, such stock.
(g) “person” means
any individual, corporation, partnership, unincorporated association or other entity.
(h) “Principal Stockholder”
means, collectively, (A) the Sponsor and (B) any affiliate or successor of the Sponsor.
(i) “Principal Stockholder
Transferee” means any person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection
with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”
(j) “Sponsor” means
Natural Order Sponsor LLC.
(k) “stock” means,
with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.
(l) “voting stock”
means stock of any class or series entitled to vote generally in the election of directors.
IN WITNESS WHEREOF,
the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by Paresh Patel, its Chief Executive
Officer, as of the ___ day of October, 2020.
|
Paresh Patel, President and Chief Executive Officer
|
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10
Exhibit
3.3
AMENDED
AND RESTATED BYLAWS
OF
NATURAL
ORDER ACQUISITION CORP.
-
A Delaware Corporation -
AMENDED
AND RESTATED BYLAWS
OF
natural
order ACQUISITION CORP.
ARTICLE
I
OFFICES
SECTION
1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from
time to time in the Certificate of Incorporation.
SECTION
2. Other Offices. The corporation may also have offices at such other places both within and without the State of
Delaware as the board of directors may from time to time determine or as the business of the corporation may require.
ARTICLE
II
STOCKHOLDERS
SECTION
1. Annual Meetings. The annual meeting of the stockholders of the corporation shall be held wholly or partially by
means of remote communication or at such place, within or without the State of Delaware, on such date and at such time as may
be determined by the board of directors and as shall be designated in the notice of said meeting.
SECTION
2. Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed
by statute or by the Certificate of Incorporation, may be held wholly or partially by means of remote communication or at any
place, within or without the State of Delaware, and may be called only by a majority vote of the board of directors, by the Chief
Executive Officer or by the Chairman.
SECTION
3. Notice and Purpose of Meetings. Written or printed notice of the meeting stating the place, day and hour of the
meeting and, in case of a special meeting, stating the purpose or purposes for which the meeting is called, and in case of a meeting
held by remote communication stating such means, shall be delivered not less than 10 nor more than 60 days before the date of
the meeting, either personally, or by mail, or if prior consent has been received from a stockholder by electronic transmission,
by or at the direction of the Chairman or the President, the Secretary, or the persons calling the meeting, to each stockholder
of record entitled to vote at such meeting.
SECTION
4. Quorum. The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote, represented
in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as
otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION
5. Voting Process. If a quorum is present or represented, the affirmative vote of a majority of the shares of stock
present or represented at the meeting, by ballot, proxy or electronic ballot, shall be the act of the stockholders unless the
vote of a greater number of shares of stock is required by law, by the Certificate of Incorporation or by these amended and restated
bylaws. Each outstanding share of stock having voting power, shall be entitled to one vote on each matter submitted to a vote
at a meeting of stockholders. A stockholder may vote either in person, by proxy executed in writing by the stockholder or by his
or her duly authorized attorney-in-fact, or by an electronic ballot from which it can be determined that the ballot was authorized
by a stockholder or proxyholder. The term, validity and enforceability of any proxy shall be determined in accordance with the
General Corporation Law of the State of Delaware.
SECTION
6. Stockholder Proposals and Director Nominations. For nominations for the election to the board of directors, or any other
business, to be properly brought before an annual meeting by a stockholder, the stockholder must deliver written notice to the
Secretary at the principal executive offices of the corporation on a timely basis. To be timely, a stockholder’s notice
will need to be delivered to the attention of the Secretary at the principal executive offices of the corporation not later than
the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to
the scheduled date of the annual meeting of stockholders.
ARTICLE
III
DIRECTORS
SECTION
1. Powers. The business affairs of the corporation shall be managed by its board of directors, which may exercise
all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation
or by these amended and restated bylaws directed or required to be exercised or done by the stockholders. The board of directors
may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or these amended and restated bylaws
or applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation.
SECTION
2. Number, Qualifications, Term. The board of directors shall consist of one or more members. The number of directors
shall be fixed by the board of directors and may thereafter be changed from time to time by resolution of the board of directors.
Directors need not be residents of the State of Delaware nor stockholders of the corporation.
SECTION
3. Vacancies. Vacancies and newly created directorships resulting from any increase in the number of directors may
be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director, and the
directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify.
A vacancy created by the removal of a director by the stockholders may be filled by the stockholders.
SECTION
4. Place of Meetings. Meetings of the board of directors, regular or special, may be held either within or without
the State of Delaware.
SECTION
5. Regular Meetings. Regular meetings of the board of directors may be held upon such notice, or without notice, and
at such time and at such place as shall from time to time be determined by the board.
SECTION
6. Special Meetings. Special meetings of the board of directors may be called by the Chairman or the President or
by the number of directors who then legally constitute a quorum. Notice of the time and place of all special meetings of the board
of directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed
to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal
business hours, at least 24 hours before the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by
first class mail, charges prepaid, at least three days before the date of the meeting.
SECTION
7. Notice; Waiver. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except
where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such meeting.
SECTION
8. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business unless
a greater number is required by law, by the Certificate of Incorporation or by these amended and restated bylaws. If a quorum
shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
SECTION
10. Action Without A Meeting. Any action required or permitted to be taken at a meeting of the directors may be taken
without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by
all of the directors entitled to vote with respect to the subject matter thereof. In addition, meetings of the board may be held
by means of conference telephone or voice communication as permitted by the General Corporation Law of the State of Delaware.
SECTION
11. Action. Except as otherwise provided by law or in the Certificate of Incorporation or these amended and restated
bylaws, if a quorum is present, the affirmative vote of a majority of the members of the board of directors present at the applicable
meeting will be required for any action.
SECTION
12. Removal of Directors. Subject to any provisions of applicable law or the Certificate of Incorporation, any or
all of the directors may be removed with cause by vote of stockholders holding at least 66-2/3% of the voting power of all then
outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors, voting together
as a single class.
ARTICLE
IV
COMMITTEES
SECTION
1. Designation of Committees. The board of directors may, by resolution adopted by a majority of the whole board,
designate one or more committees, each of which shall, except as otherwise prescribed by law, have such authority of the board
of directors as shall be specified in the resolution of the board designating such committee. The board of directors shall have
the power at any time to change the membership of, to fill all vacancies in and to discharge any such committee, either with or
without cause.
SECTION
4. Procedure; Meetings; Quorum. Committee meetings, of which no notice shall be necessary, may be held at such times
and places as shall be fixed by resolution adopted by a majority of the members thereof. So far as applicable, the provisions
of Article III of these amended and restated bylaws relating to notice, quorum and voting requirements applicable to meetings
of the board of directors shall govern meetings of any committee of the board. Each committee of the board of directors shall
keep written minutes of its proceedings and circulate summaries of such written minutes to the board of directors before or at
the next meeting of the board.
ARTICLE
V
OFFICERS
SECTION
1. Number. The board of directors at its first meeting after each annual meeting of stockholders shall choose a Chief
Executive Officer, a Secretary and a Treasurer, none of whom need be a member of the board. The board of directors may also choose
a Chairman from among the directors, a Chief Financial Officer, one or more Executive Vice Presidents and one or more Vice Presidents.
The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.
More than two offices may be held by the same person.
SECTION
2. Compensation. The salaries or other compensation of all officers of the corporation shall be fixed by the board
of directors. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that he or she
is also a director.
SECTION
3. Term; Removal; Vacancy. The officers of the corporation shall hold office until their successors are chosen and
qualify. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole board
of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
SECTION
4. Chairman. The Chairman shall, if one be elected, preside at all meetings of the board of directors.
SECTION
5. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the corporation, shall
preside at all meetings of the stockholders and the board of directors in the absence of the Chairman, shall have general supervision
over the business of the corporation and shall see that all directions and resolutions of the board of directors are carried into
effect.
SECTION
6. President. The President shall, in the absence or disability of the Chief Executive Officer, perform the duties
and exercise the powers of the Chief Executive Officer and shall perform such other duties and have such other powers as the board
of directors may from time to time prescribe.
SECTION
7. Chief Financial Officer. The Chief Financial Officer shall be the chief financial officer of the corporation, shall
keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of
the financial affairs of the corporation in such form and as often as required by the board of directors or the President and
shall supervise the custody of all funds and securities of the corporation, subject to the order of the board of directors. To
the extent that a Chief Financial Officer has been appointed and no Treasurer has been appointed, all references in these amended
and restated bylaws to the Treasurer shall be deemed references to the Chief Financial Officer.
SECTION
8. Vice President. The Executive Vice Presidents shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe. If there shall be more than one Executive Vice President, the Executive Vice Presidents
shall perform such duties and exercise such powers in the absence or disability of the President, in the order determined by the
board of directors. The Vice Presidents shall, in the absence or disability of the President and of the Executive Vice Presidents,
perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe. If there shall be more than one vice president, the vice presidents shall
perform such duties and exercise such powers in the absence or disability of the President and of the Executive Vice President,
in the order determined by the board of directors.
SECTION
9. Secretary. The Secretary shall attend all meetings of the board of directors and all meetings of the stockholders
and record all the proceedings of the meetings of the stockholders and of the board of directors in a book to be kept for that
purpose. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board
of directors, and shall perform such other duties as may be prescribed by the board of directors or President, under whose supervision
he or she shall be. He or she shall have custody of the corporate seal of the corporation and he or she shall have the authority
to affix the same to an instrument requiring it and when so affixed, it may be attested by his or her signature. The board of
directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his
or her signature.
SECTION
10. Treasurer. The Treasurer or Chief Financial Officer shall supervise the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit
all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated
by the board of directors. He or she shall disburse the funds of the corporation as may be ordered by the board of directors,
taking proper vouchers for such disbursements, and shall render to the Chairman, the President and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of all of his or her transactions as Treasurer and
of the financial condition of the corporation.
ARTICLE
VI
CAPITAL
STOCK
SECTION
1. Form. The shares of the capital stock of the corporation shall be represented by certificates in such form as shall
be approved by the board of directors and shall be signed by the Chairman, the President, an Executive Vice President or a Vice
President, and by the Treasurer or the Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile
thereof.
SECTION
2. Lost and Destroyed Certificates. The board of directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such
terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation
from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.
SECTION
3. Transfer of Shares. Upon surrender to the corporation or the transfer agent of the corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon
the books of the corporation.
ARTICLE
VII
INDEMNIFICATION
SECTION
1. (a) The corporation shall indemnify, subject to the requirements of subsection (d) of this Section, any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact
that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe
that his or her conduct was unlawful.
(b)
The corporation shall indemnify, subject to the requirements of subsection (d) of this Section, any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of
Delaware or such other court shall deem proper.
(c)
To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section, or in defense of any claim,
issue or matter therein, the corporation shall indemnify him or her against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
(d)
Any indemnification under subsections (a) and (b) of this Section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsections (a) and (b)
of this Section. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum
of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.
(e)
Expenses incurred by a director, officer, employee or agent in defending a civil or criminal action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by the corporation as authorized in this Section. Such expenses incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.
(f)
The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section shall
not limit the corporation from providing any other indemnification or advancement of expenses permitted by law nor shall they
be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office. If a claim for indemnification or advancement of expenses
under this Article VII is not paid in full within 30 days after a written claim therefor by the indemnified person has been received
by the corporation, the indemnified person may file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
(g)
The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her or her status as such, whether or not the corporation would have
the power to indemnify him or her against such liability under the provisions of this Section or the General Corporation Law of
the State of Delaware.
(h)
For the purposes of this Section, references to “the corporation” shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that
any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting
or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.
(i)
For purposes of this Section, references to “other enterprises” shall include employee benefit plans; references to
“fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references
to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to
any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Section.
(j)
The indemnification and advancement of expenses provided by, or granted pursuant to, this Section shall, unless otherwise provided
when authorized or ratified by the board of directors, continue as to a person who has ceased to be a director, officer, employee
or agent of the corporation and shall inure to the benefit of the heirs executors and administrators of such a person.
(k)
Any repeal or modification of this Article VII is only prospective and does not affect the
rights under this Article VII in effect at the time of the alleged occurrence of
any action or omission to act that is the cause of any action, suit or proceeding against any indemnified person under this Article
VII.
(l)
Notwithstanding the foregoing provisions of this Article VII, no indemnification nor advancement of expenses will extend to any
claims made by the corporation’s officers and directors to cover any loss that such individuals may sustain as a result
of such individuals’ agreement to pay debts and obligations to target businesses or vendors or other entities that are owed
money by the corporation for services rendered or contracted for or products sold to the corporation, as described in the registration
statement on Form S-1 filed with the Securities and Exchange Commission in connection with the corporation’s initial public
offering.
ARTICLE
VIII
GENERAL
PROVISIONS
SECTION
1. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers
or such other person or persons as the board of directors may from time to time designate.
SECTION
2. Fiscal Year. The fiscal year of the corporation shall be determined, and may be changed, by resolution of the board
of directors.
SECTION
3. Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization
and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any manner reproduced.
ARTICLE
IX
AMENDMENTS
SECTION
1. Subject to Section 1(k) of Article VII, these amended and restated bylaws may be altered, amended, supplemented or repealed
or new bylaws may be adopted (a) at any regular or special meeting of stockholders at which a quorum is present or represented,
by the affirmative vote of the holders of 66-2/3% of the shares entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by a resolution adopted by a majority of the whole board
of directors at any regular or special meeting of the board. The stockholders shall have authority to change or repeal any bylaws
adopted by the directors, subject to compliance with the provisions of this Section.
8
Exhibit 4.1
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SEE REVERSE FOR
CERTAIN DEFINITIONS
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NATURAL ORDER ACQUISITION CORP
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CUSIP 63889L
206
UNITS CONSISTING OF ONE SHARE OF COMMON
STOCK, ONE WARRANT
EACH WARRANT TO PURCHASE ONE HALF SHARE OF COMMON STOCK AND
ONE RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK
Each Unit (“Unit”) consists of one
(1) share of common stock, par value $0.0001 per share (“Common Stock”), of Natural Order Acquisition
Corp, a Delaware corporation (the “Company”), one warrant (the “Warrant(s)”).
Each Warrant entitles the holder to purchase one half (1/2) share of Common Stock for $11.50 per share (subject to adjustment).
Each Warrant will become exercisable on the later of (i) 30 days after the Company’s completion of a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (“Business
Combination”) and (ii) twelve (12) months from the closing of the Company’s initial public offering (“IPO”),
and will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial
Business Combination, or earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants
comprising the Units represented by this certificate are not transferable separately prior to the 90th day after the date of the
prospectus relating to the Company’s IPO, subject to earlier separation in the discretion of Chardan Capital Markets, LLC,
provided that the Company has filed with the Securities and Exchange Commission a Current Report on Form 8-K which includes an
audited balance sheet reflecting the Company’s receipt of the gross proceeds of the IPO and issued a press release announcing
when separate trading will begin. The terms of the Warrants are governed by a warrant agreement (the “Warrant Agreement”),
dated as of [●], 2020, between the Company and Continental Stock Transfer & Trust Company, LLC, as the warrant agent,
and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate
consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of Continental Stock Transfer &
Trust Company, LLC at 1 State Street, 30th Floor, New York, NY 10004-1561 and are available to any Warrant Holder on written request
and without cost.
This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.
Witness the facsimile seal of the Company
and the facsimile signatures of its duly authorized officers.
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By
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Chairman of the Board
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Chief Executive Officer
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Natural Order Acquisition Corp
The Company will furnish without charge
to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.
The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:
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TEN COM
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-
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as tenants in common
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UNIF GIFT MIN ACT-
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Custodian
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TEN ENT
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-
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as tenants by the entireties
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(Cust)
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(Minor)
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JT TEN
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-
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as joint tenants with right of survivorship
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under Uniform Gifts to Minors
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and not as tenants in common
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Act
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(State)
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Additional abbreviations may also be used though not in the
above list.
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For value received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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represented by the within Certificate, and do hereby irrevocably
constitute and appoint
the said Units on the books of the within named Company will
full power of substitution in the premises.
Dated____________
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Notice:
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The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular, without
alteration or enlargement or any change whatever.
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Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
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The holder(s) of this certificate shall be entitled to receive
a pro-rata portion of the funds from the trust account with respect to the common stock underlying this certificate only in the
event that (i) the Company is forced to liquidate because it does not consummate an initial business combination within the period
of time set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time
to time (the “Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares
in a tender offer in connection with, an initial business combination or in connection with certain amendments to the Charter.
In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.2
NATURAL ORDER ACQUISITION CORP
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
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SEE REVERSE FOR
CERTAIN DEFINITIONS
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This Certifies that
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CUSIP 63889L 107
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is the owner of
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FULLY PAID AND NON-ASSESSABLE SHARES
OF THE PAR VALUE OF $0.0001 EACH
OF THE COMMON STOCK OF
NATURAL ORDER ACQUISITION CORP
transferable on the books of Natural
Order Acquisition Corp, a Delaware corporation (the “Corporation”) in person or by duly authorized attorney upon surrender
of this certificate properly endorsed. The Corporation will be forced to liquidate if it is unable to complete an initial business
combination within the period of time as set forth in the Corporation’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time, all as more fully described in the Corporation’s final prospectus dated ,
2020
This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation
and the facsimile signatures of its duly authorized officers.
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Dated:
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CHAIRMAN
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[INSERT SEAL HERE]
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CHIEF EXECUTIVE OFFICER
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The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:
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TEN COM
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-
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as tenants in common
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UNIF GIFT MIN ACT-
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Custodian
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|
|
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TEN ENT
|
-
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as tenants by the entireties
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(Cust)
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(Minor)
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JT TEN
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-
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as joint tenants with right of survivorship
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under Uniform Gifts to Minors
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and not as tenants in common
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Act
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(State)
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Additional abbreviations may also be used
though not in the above list.
Natural Order Acquisition Corp
The Corporation will
furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject
to all the provisions of the Corporation’s Amended and Restated Certificate of Incorporation and all amendments thereto and
resolutions of the Board of Directors providing for the issue of shares of Common Stock (copies of which may be obtained from the
secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.
For value received,
hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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shares
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of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
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Attorney
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to transfer the said stock on the books of the within named Corporation will full power of substitution in the premises.
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Dated_____________
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Notice:
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The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
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Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).
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The holder(s) of this certificate shall be entitled to receive
a pro-rata portion of the funds from the trust account only in the event that (i) the Corporation is forced to liquidate because
it does not consummate an initial business combination within the period of time set forth in the Corporation’s Amended and
Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”) or (ii) if the
holder seeks to convert his shares upon consummation of, or sell his shares in a tender offer in connection with, an initial business
combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.
Exhibit 4.3
Form of Warrant Certificate
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
Natural Order Acquisition Corp.
Incorporated Under the Laws of the State of Delaware
CUSIP
63889L 115
Warrant Certificate
This Warrant Certificate
certifies that ,
or registered assigns, is the registered holder of
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of
common stock, $0.0001 par value per share (“Common Stock”), of Natural Order Acquisition Corp., a Delaware corporation
(the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant
Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as
set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement,
payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States
of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant
Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant
is initially exercisable for one-half share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon
exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the holder of the Warrant.
The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.
The initial Exercise
Price per share of Common Stock for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement.
Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.
Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York.
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name:
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Paresh Patel
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Title:
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President and Chief Executive Officer
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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By:
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Name:
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Title:
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[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2020 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the designated office(s) of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby,
there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants
not exercised.
[Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and
(ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise”
as provided for in the Warrant Agreement.]1
The Warrant Agreement
provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants
set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of the Warrants, a holder would
be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number
the number of shares of Common Stock to be issued to the holder of the Warrant.
Warrant Certificates,
when surrendered at the designated office(s) of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.
Upon due presentation
for registration of transfer of this Warrant Certificate at the office(s) of the Warrant Agent a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or
other third-party charges imposed in connection therewith.
The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
the Company.
1
To be included only for Public Warrants.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive
shares of common stock, $0.0001 par value per share (“Common Stock”), and herewith tenders payment for such
shares of Common Stock to the order of Natural Order Acquisition Corp. (the “Company”) in the amount of $
in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered
in the name of ,
whose address is
and that such shares of Common Stock be delivered to whose address is .
If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the
name of ,
whose address is ,
and that such Warrant Certificate be delivered to ,
whose address is .
In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and
the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of
shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 6.3 of
the Warrant Agreement.
In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares
of Common Stock that this Warrant is exercisable for would be determined in accordance with Section 3.3.2 or Section 6.3, as applicable,
of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following:
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless
exercise provision of the Warrant Agreement, to receive shares of Common Stock. If said number of shares of Common Stock is less
than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests
that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of ,
whose address is ,
and that such Warrant Certificate be delivered to ,
whose address is .
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE
SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).
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Date: ,
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(Signature)
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(Address)
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Signature Guaranteed:
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(Tax Identification Number)
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4
Exhibit 4.4
WARRANT AGREEMENT
This Warrant Agreement (the “Agreement”)
is made as of _________, 2020, by and between Natural Order Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
WHEREAS, the Company is engaged in a public
offering (the “Public Offering”) of 25,000,000 units (the “Units”) of the Company (and up
to 3,750,000 additional Units if the underwriters’ over-allotment option is exercised in full), each Unit consisting of one
share of common stock, par value $0.0001 (the “Common Stock”) and one warrant (the “Public Warrant”
or “Public Warrants”), each whole Public Warrant entitling its holder to purchase one-half share of Common Stock
at a price of $11.50 per whole share (the “Public Warrant Shares”);
WHEREAS, the Company has received a binding
commitment from Natural Order Sponsor LLC to purchase up to 7,950,000 warrants bearing the legend set forth in Exhibit B
hereto (the “Private Warrants”), pursuant to a Subscription Agreement dated as of [∙], 2020 (the “Warrant
Subscription Agreement”), with each Private Warrant entitling its holder to purchase one-half share of Common Stock (“Private
Warrant Shares”, and together with the Public Warrant Shares, the “Warrant Shares”); and
WHEREAS, the Company may issue such additional
warrants to purchase shares of Common Stock hereunder from time to time (together with the Public Warrants and the Private Warrants,
the “Warrants”); and
WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1 (No. 333-[●] (“Registration
Statement”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”)
of, among other securities, the Public Warrants; and
WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide
for the form, terms and provisions of the Warrants, including the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and
WHEREAS, all acts and things have been
done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.
2. Warrants.
2.1 Form
of Warrant. Each Warrant shall be: (a) issued in registered form only, (b) in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature of,
the Chairman of the board of directors, the Chief Executive Officer or the Chief Financial Officer of the Company. In the event
the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to
be such at the date of issuance.
2.2 Effect
of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.
2.3 Registration.
2.3.1 Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of the original
issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.
2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant shall be registered upon the Warrant Register (“Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
2.4 Detachability
of Warrants. The securities comprising the Units will begin to trade separately on (i) the 90th day after the effectiveness
of the Registration Statement, or (ii) such earlier date as Chardan Capital Markets, LLC, as representative of the underwriters
(the “Representative”), shall determine is acceptable (such date, the “Detachment Date”).
In no event will separate trading of the securities comprising the Units commence until the Company (i) files a Current Report
on Form 8-K with the SEC including an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the
Public Offering and (ii) issues a press release announcing when such separate trading will begin.
2.5 Private
Warrants. The Private Warrants will be issued substantially in the same form as the Public Warrants but they (i) will not be
redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case
as long as the Private Warrants are held by the initial purchasers or their affiliates and Permitted Transferees (as defined below).
Once a Private Warrant is transferred to a holder other than an affiliate or a Permitted Transferee, it shall be treated as a Public
Warrant hereunder for all purposes. The Private Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be
the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition
of, the Private Warrants (or any securities underlying the Private Warrants) for a period of 30 days after the consummation by
the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more businesses or entities (the “Business Combination”) except (i) to the Company’s pre-Public
Offering stockholders (including, to the extent the Company’s pre-Public Offering stockholders are entities, to such entity’s
members, partners, stockholders or other equity holders), or to the Company’s officers, directors, advisors and employees,
(ii) transfers to a Registered Holder’s affiliates, (iii) by bona fide gift to a member of the Registered Holder’s
(or Permitted Transferee’s (as defined below)) immediate family or to a trust, the beneficiary of which is a Registered Holder
(or Permitted Transferee) or a member of a Registered Holder’s (or Permitted Transferee’s) immediate family, for estate
planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations
order, (vi) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (vii)
by private sales at prices no greater than the price at which the Private Warrants were originally purchased or (viii) to the Company
for cancellation in connection with consummation of a Business Combination, in each case (except for clause viii) where the permitted
transferee (the “Permitted Transferee”) agrees to the terms of the transfer restrictions.
3. Terms
and Exercise of Warrants.
3.1 Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at $11.50
per whole share, subject to the adjustments provided in Section 4 hereof. The term “Warrant Price” as used
in this Agreement refers to the price per whole share at which Common Stock may be purchased at the time such Warrant is exercised.
The Warrants may only be exercised for a whole number of Warrant Shares by a Registered Holder.
3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the
later to occur of (i) the completion of the Company’s initial Business Combination and (ii) one year after the effective
date of the Registration Statement, and terminating at 5:00 p.m., New York City time, and ending on the earlier to occur of (i)
five years following the completion of the Company’s initial Business Combination and (ii) the date fixed for redemption
of the Warrants as provided in Section 6 of this Agreement (“Expiration Date”). Except with respect to
the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease
at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by
delaying the Expiration Date; provided, however, that the Company will provide written notice of not less than 10 days to Registered
Holders of such extension and that such extension shall be identical in duration among all of the then outstanding Warrants.
3.3 Exercise
of Warrants.
3.3.1 Cash
Exercise. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Company, may be
exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, currently being:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
with (i) an election to purchase form,
duly executed, electing to exercise such Warrants, and (ii) payment in full, in lawful money of the United States, by certified
or bank cashier’s check payable to the order of the Warrant Agent or by wire transfer to the Warrant Agent’s bank account,
of the Warrant Price for each whole Warrant Share as to which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant, the exchange of the Warrant for the Warrant Shares, and the issuance of the Warrant
Shares (such exercise, a “Cash Exercise”). With respect to the Public Warrants, a Cash Exercise in accordance
with this Section 3.3.1 is available to the Registered Holder only during such times that there is an effective registration statement
registering the Warrant Shares, with the prospectus contained therein being available for the resale of the Warrant Shares. With
respect to the Private Warrants, a Cash Exercise in accordance with this Section 3.3.1 is available to the Registered Holder so
long as the Registered Holder is the initial purchaser of the applicable Private Warrant or any affiliate or Permitted Transferee
of such initial purchaser.
3.3.2 Cashless
Exercise. Subject to Section 2.4, notwithstanding anything contained herein to the contrary, if (i) the Warrant is a Private
Warrant and the Registered Holder is the initial purchaser of the Private Warrant or any affiliate or Permitted Transferee of such
initial purchaser or (ii) the Warrant is a Public Warrant and there is no effective registration statement registering the Warrant
Shares on any day the Registered Holder desires to exercise the Public Warrants and more than 120 days have passed since the Company
completes its initial Business Combination, the Registered Holder may exercise the Warrants in whole or in part in lieu of making
a cash payment for whole numbers of Warrant Shares, by providing notice to the Chief Financial Officer of the Company in an election
to purchase form of its election to utilize cashless exercise, in which event the Company shall issue to the Holder the number
of Warrant Shares determined as follows:
X = Y [(A-B)/A]
where:
X = the number of Warrant Shares to be issued to the
Holder.
Y = the number of Warrant Shares with respect to which
this Warrant is being exercised.
A = the fair market value of one share of Common Stock.
B = the Warrant Price.
The Registered Holder may not exercise
any Warrants in the absence of a registration statement except pursuant to this Section 3.3.2. For purposes of this Section
3.3.2 and Section 4.1, the fair market value of one share of Common Stock is defined as follows:
(i) if
the Common Stock is listed and traded on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq
Global Market or the Nasdaq Capital Market (each, a “Trading Market”), the fair market value shall be deemed
the average of the closing price on such Trading Market for the 10 trading day period ending on the third trading day immediately
prior to the date an election to purchase form is submitted to the Company in connection with the exercise of the Warrant; or
(ii) if
the Common Stock is not listed on a Trading Market, but is traded in the over-the-counter market, the fair market value shall be
deemed to be the average of the bid price on such Trading Market for the 10 trading day period ending on the third trading day
immediately prior to the date an election to purchase form is submitted in connection with the exercise of the Warrant; or
(iii) if
there is no active public market for the Common Stock, the fair market value of the Common Stock shall be determined in good faith
by the Company’s board of directors.
3.3.3 Fractional
Shares. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to issue
any fraction of a Warrant Share in connection with the exercise of Warrants, and in any case where the Registered Holder would
be entitled under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered Holder’s
Warrants, issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise (and such fraction
of a Warrant Share will be disregarded); provided, that if more than one Warrant certificate is presented for exercise at the same
time by the same Registered Holder, the number of whole Warrant Shares which shall be issuable upon the exercise thereof shall
be computed on the basis of the aggregate number of Warrant Shares issuable on exercise of all such Warrants.
3.3.4 Issuance
of Certificates. No later than three business days following the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue,
or cause to be issued, to the Registered Holder of such Warrant a certificate or certificates representing (or at the option of
the Registered Holder, deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares
of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and,
if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the number of shares as to
which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver,
or cause to be delivered, any securities without any applicable restrictive legend pursuant to the exercise of a Warrant unless
(a) a registration statement under the Securities Act with respect to the Common Stock issuable upon exercise of such Warrants
is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available
for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the
Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt
from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides.
Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance
would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration
upon exercise or otherwise “net cash settle” the Warrant.
3.3.5 Valid
Issuance. All shares of Common Stock issued upon the proper exercise or surrender of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.
3.3.6 Date
of Issuance. Each person or entity in whose name any such certificate for shares of Common Stock is issued shall, for all purposes,
be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the stock transfer books are open.
3.3.7 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.7; however, no holder of a Warrant shall be subject to this subsection 3.3.7 unless he, she or
it makes such election. If the election is made by a holder, the Warrant Agent shall not give effect to the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own
in excess of 9.9% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned
by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with
respect to which the determination of such sentence is being made, but shall exclude the shares of Common Stock that would be issuable
upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and
(y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number
of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in
(1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other
public filing with the SEC as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by
the Company or the Warrant Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon
the written request of the holder of the Warrant, the Company shall, within two (2) business days, confirm orally and in writing
to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its
affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the
Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to
any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.
4. Adjustments.
4.1 Stock
Dividends, Splits. If, after the date hereof, and subject to the provisions of Section 4.5 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a forward or reverse split of
shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split or similar event, the
number of shares of Common Stock issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase
or decrease in outstanding shares of Common Stock. A rights offering to all holders of the shares of Common Stock entitling holders
to purchase shares of Common Stock at a price less than the Fair Market Value shall be deemed a stock dividend of a number of shares
of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for the shares of Common
Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided
by (y) the Fair Market Value. For purposes of this subsection 4.1, if the rights offering is for securities convertible into or
exercisable for shares of Common Stock, in determining the price payable for the shares of Common Stock, there shall be taken into
account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion.
4.2 Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or
other similar event, then, on the effective date of such consolidation, combination, reclassification, reverse stock split or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease
in outstanding shares of Common Stock.
4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired,
shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock on account of
such Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a)
as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the
holders of the Common Stock in connection with a proposed initial Business Combination or vote to extend the time period to complete
an initial Business Combination, (d) as a result of the repurchase of Common Stock by the Company in connection with an initial
Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant
Agent dated of even date herewith or (e) in connection with the Company’s liquidation and the distribution of its assets
upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith)
of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of
this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on
a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during
the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any
of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted
in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not
exceed $0.50 (being 5% of the offering price of the Units in the Offering).
4.4 Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price, immediately prior to such adjustment, by a fraction, (a) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which
shall be the number of shares of Common Stock so purchasable immediately thereafter.
4.5 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change covered by Sections 4.1 or 4.2 hereof or that solely affects the par value of such shares of
Common Stock), or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity of the assets
or other property of the Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved,
the Registered Holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the Registered Holder would have received if such Registered Holder had exercised his, her or its Warrant(s)
immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Sections
4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions
of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers.
4.6 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4 and 4.5 the Company shall give written notice to each Registered
Holder, at the last address set forth for such Registered Holder in the Warrant Register, of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
4.7 Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form of
Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
4.8 Notice
of Certain Transactions. In the event that the Company shall (a) offer to holders of all its Common Stock rights to subscribe
for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities,
rights or options, (b) issue any rights, options or warrants entitling all the holders of Common Stock to subscribe for shares
of Common Stock, or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company
shall send to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at
their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders
of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and
on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and
other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant
to this Section 4 which would be required as a result of such action. Such notice shall be given as promptly as practicable
after the Company has taken any such action.
4.9 Certain
Adjustments to Exercise Price. If (x) the Company issues additional shares of Common Stock or equity-linked securities for
capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or
effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined
in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s pre-Public
Offering stockholders or their affiliates, without taking into account any shares held by the Company’s pre-Public Offering
stockholders or their affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial
Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and
(z) the volume weighted average trading price of the Company’s Common Stock during the 20 trading day period starting on
the trading day prior to the consummation of the Company’s initial Business Combination (such price, the “Market
Value”) is below $9.50 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal
to 115% of the Market Value, and the $16.50 per share redemption trigger price described in Section 6.1 below will be adjusted
(to the nearest cent) to be equal to 165% of the Market Value.
5. Transfer
and Exchange of Warrants.
5.1 Transfer
of Warrants. Prior to the Detachment Date, the Warrants may be transferred or exchanged only together with the Unit in which
such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit.
From and after the Detachment Date, this Section 5.1 will have no further force and effect.
5.2 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon the Company’s request.
5.3 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
transfer, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that, in the event
that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall issue
new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
5.4 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant.
5.5 Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.6 Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.
6. Redemption.
6.1 Redemption.
Subject to the second sentence of this Section 6.1, all (and not less than all) of the outstanding Public Warrants may be
redeemed, in whole and not in part, at the option of the Company, at any time from and after the Public Warrants become exercisable,
and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price
of $0.01 per Warrant (“Redemption Price”); provided that the last sales price of the Common Stock has been equal
to or greater than $16.50 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events),
for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice
of redemption is given and provided further that there is a current registration statement in effect with respect to the shares
of Common Stock underlying the Public Warrants for each day in the aforementioned 30-day trading period and continuing each day
thereafter until the Redemption Date (defined below). For avoidance of doubt, if and when the Public Warrants become redeemable
by the Company under this Section, the Company may exercise its redemption right, even if it is unable to register or qualify the
Warrant Shares for sale under all applicable state securities laws.
6.2 Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Public Warrants, the Company
shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class
mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the Registered Holders of the Public
Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not the Registered Holder received such notice.
6.3 Exercise
After Notice of Redemption. The Public Warrants may be exercised in accordance with Section 3 of this Agreement at any
time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date; provided that the Company will have the option to require all Registered Holders that wish to exercise Public Warrants to
do so on a cashless basis. In such event, each Registered Holder would pay the exercise price by surrendering the Public Warrants
for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and
the Redemption Fair Market Value (as defined below) by (y) the Redemption Fair Market Value. The “Redemption Fair Market
Value” shall mean the average reported last sale price of the Company’s Common Stock for the 10 trading days ending
on the third trading day prior to the date on which the notice of redemption is sent to the Registered Holders of the Public Warrants.
On and after the Redemption Date, the Registered Holders of the Public Warrants shall have no further rights except to receive,
upon surrender of the Public Warrants, the Redemption Price.
6.4 No
Other Rights to Cash Payment. Except for a redemption in accordance with this Section 6, no Registered Holder of any Warrant
shall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of any
Warrant under this Agreement.
7. Other
Provisions Relating to Rights of Registered Holders of Warrants.
7.1 No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors
of the Company or any other matter.
7.2 Lost,
Stolen, Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant
Agent may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so
lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.
7.3 Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
7.4 Registration
of Common Stock. The Company agrees that as soon as practicable, but in no event later than 30 business days after the closing
of a Business Combination, it shall use its reasonable best efforts to file with the SEC a registration statement for the registration
under the Securities Act of the shares of Common Stock issuable upon exercise of the Warrants, and to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the
expiration of the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees to use its reasonable
best efforts to register the shares of Common Stock issuable upon exercise of the Warrants under state blue sky laws, to the extent
an exemption is not available.
8. Concerning
the Warrant Agent and Other Matters.
8.1 Payment
of Taxes. The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such shares.
8.2 Resignation,
Consolidation, or Merger of Warrant Agent.
8.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving 60 days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint, in writing, a
successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30
days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the Registered Holder of
the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the Registered Holder
of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized
and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan,
City and State of New York, and be authorized under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authorities. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but, if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and, upon request of any successor Warrant Agent,
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.
8.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.
8.2.3 Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act on the part of the Company or the Warrant Agent.
8.3 Fees
and Expenses of Warrant Agent.
8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
8.3.2 Further
Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged
and delivered, all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.
8.4 Liability
of Warrant Agent.
8.4.1 Reliance on
Company Statement. Whenever, in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer and Chief Financial Officer of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.
8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and reasonable,
documented counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result
of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
8.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it, by any act hereunder, be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
8.5 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of the
Company’s Common Stock through the exercise of Warrants.
8.6 Waiver.
The Warrant Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the
date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
9. Miscellaneous
Provisions.
9.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.
9.2 Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the Registered Holder
of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier service,
addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:
Natural Order Acquisition Corp.
30 Colpitts Road
Weston, MA 02493
with a copy (which shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso
Email: gcaruso@loeb.com
Any notice, statement or demand authorized
by this Agreement to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall
be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Any notice, sent pursuant to this Agreement
shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier,
on the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration
or certification thereof.
9.3 Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company and the Warrant Agent hereby agree that any action, proceeding or
claim against either of them arising out of or relating in any way to this Agreement shall be brought and enforced in the courts
of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company and the Warrant Agent hereby waive any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the
Company or the Warrant Agent may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the party receiving such service in any action, proceeding or claim.
9.4 Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the Registered Holders of the Warrants, any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the
Registered Holders of the Warrants.
9.5 Examination
of the Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent
may require any such Registered Holder to submit his, her or its Warrant for inspection.
9.6 Counterparts-
Facsimile Signatures. This Agreement may be executed in any number of counterparts, and each of such counterparts shall, for
all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Facsimile
signatures shall constitute original signatures for all purposes of this Agreement.
9.7 Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof
9.8 Amendments.
This Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agreement (a
“Supplemental Agreement”), without the consent of any of the Registered Holders of a Warrant, for the purpose
of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision or mistake contained herein, or
making any other provisions with respect to matters or questions arising under this Agreement that is not inconsistent with the
provisions of this Agreement or the Warrant certificates, (ii) evidencing the succession of another corporation to the Company
and the assumption by any such successor of the covenants of the Company contained in this Agreement and the Warrants, (iii) evidencing
and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to
the covenants of the Company for the benefit of the Registered Holders or surrendering any right or power conferred upon the Company
under this Agreement, or (viii) amending this Agreement and the Warrants in any manner that the Company may deem to be necessary
or desirable and that will not adversely affect the interests of the Registered Holders. All other modifications or amendments
to this Agreement, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the approval,
by written consent or vote, of the Registered Holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing,
the Company may extend the duration of the Exercise Period in accordance with Section 3.2 without such consent.
9.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Agreement has
been duly executed by the parties hereto as of the day and year first above written.
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name:
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Paresh Patel
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Title:
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President and Chief Executive Officer
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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By:
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Name:
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Title:
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[Signature Page to Warrant Agreement]
EXHIBIT A
Form of Warrant Certificate
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
Natural Order Acquisition Corp.
Incorporated Under the Laws of the State of Delaware
CUSIP [●]
Warrant Certificate
This Warrant Certificate
certifies that ,
or registered assigns, is the registered holder of
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of
common stock, $0.0001 par value per share (“Common Stock”), of Natural Order Acquisition Corp., a Delaware corporation
(the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant
Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as
set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement,
payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States
of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant
Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant
is initially exercisable for one-half share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon
exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the holder of the Warrant.
The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.
The initial Exercise
Price per share of Common Stock for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement.
Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.
Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York.
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name:
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Paresh Patel
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Title:
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President and Chief Executive Officer
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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By:
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Name:
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Title:
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[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2020 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the designated office(s) of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby,
there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants
not exercised.
[Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and
(ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise”
as provided for in the Warrant Agreement.]1
The Warrant Agreement
provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants
set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of the Warrants, a holder would
be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number
the number of shares of Common Stock to be issued to the holder of the Warrant.
Warrant Certificates,
when surrendered at the designated office(s) of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.
Upon due presentation
for registration of transfer of this Warrant Certificate at the office(s) of the Warrant Agent a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or
other third-party charges imposed in connection therewith.
The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
the Company.
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1
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To be included only for Public Warrants.
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Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive
shares of common stock, $0.0001 par value per share (“Common Stock”), and herewith tenders payment for such
shares of Common Stock to the order of Natural Order Acquisition Corp. (the “Company”) in the amount of $
in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered
in the name of ,
whose address is
and that such shares of Common Stock be delivered to whose address is .
If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the
name of ,
whose address is ,
and that such Warrant Certificate be delivered to ,
whose address is .
In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and
the Company has required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of
shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 6.3 of
the Warrant Agreement.
In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares
of Common Stock that this Warrant is exercisable for would be determined in accordance with Section 3.3.2 or Section 6.3, as applicable,
of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following:
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless
exercise provision of the Warrant Agreement, to receive shares of Common Stock. If said number of shares of Common Stock is less
than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests
that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of ,
whose address is ,
and that such Warrant Certificate be delivered to ,
whose address is .
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER
THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).
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Date: , 20
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(Signature)
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(Address)
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Signature Guaranteed:
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(Tax Identification Number)
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EXHIBIT B
LEGEND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE
LETTER AGREEMENT BY AND AMONG Natural Order Acquisition Corp. (THE “COMPANY”), Natural
Order Sponsor LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS
COMBINATION (AS DEFINED IN SECTION 2.5 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED
IN SECTION 2.5 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON
STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS
AGREEMENT TO BE EXECUTED BY THE COMPANY.
17
Exhibit
5.1
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Loeb &
Loeb LLP
345 Park Avenue
New York, NY 10154-1895
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Main
Fax
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212.407.4000
212.407.4990
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________
__, 2020
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Natural
Order Acquisition Corp.
30
Colpitts Road
Weston,
MA 02493
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Re:
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Natural
Order Acquisition Corp.
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Ladies
and Gentlemen:
We
have acted as counsel to Natural Order Acquisition Corp., a Delaware corporation (the “Company”), in connection
with its filing of the Registration Statement on Form S-1, as amended prior to being declared effective (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange
Commission. The Registration Statement relates to an underwritten public offering and sale of (i) 25,000,000 units (the “Units”),
with each Unit consisting of one share (each a “Share”) of the Company’s common stock, par value $.0001
per share (the “Common Stock”), and one-half of one warrant (each, a “Warrant” and, collectively,
the “Public Warrants”) to purchase one share of the Company’s Common Stock (each a “Public Warrant
Share”), and (ii) up to 3,750,000 Units (the “Over-Allotment Units”) for which the underwriters have
been granted an over-allotment option.
The
Public Warrants will be issued and sold pursuant to the terms of the Warrant Agreement, filed as an exhibit to the Registration
Statement (the “Warrant Agreement”).
In
connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise
identified to our satisfaction of the Company’s Amended and Restated Certificate of Incorporation and Bylaws, the Warrant
Agreement, and such other documents, records and instruments as we have deemed appropriate for purposes of the opinion set forth
herein. We have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company, as
to questions of fact material to this opinion.
We
have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted
to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, or photostatic
copies and the authenticity of the originals of all documents submitted to us as copies.
Natural
Order Acquisition Corp.
___,
2020
Page
2
Based
upon the foregoing, we are of the opinion that (i) the Units have been duly authorized by the Company and, when issued and sold
by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the
Registration Statement, will be valid and legally binding obligations of the Company, (ii) the Shares have been duly authorized
by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor,
in the manner contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable, (iii) the Public
Warrants have been duly authorized by the Company and, provided that the Public Warrants have been duly executed and delivered
by the Company and duly delivered to the purchasers thereof against payment therefor, then the Public Warrants, when issued and
sold in the manner contemplated by the Registration Statement, will be valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, and (iv) the Public Warrant Shares have been duly authorized and, when issued
and delivered by the Company against payment therefor, upon exercise of the Public Warrants in accordance with the terms therein
and the terms of the Warrant Agreement, will be validly issued, fully paid and non-assessable.
We
are opining solely on (i) all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying
those provisions, all applicable provisions of the Constitution of the State of Delaware and all applicable judicial and regulatory
determinations, and (ii) the laws of the State of New York.
In
addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general
principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including,
without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in
respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state
securities or blue sky laws.
We
hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your U.S. counsel
and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent,
we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules
and regulations promulgated thereunder.
Very
truly yours,
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/s/
Loeb & Loeb LLP
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Loeb
& Loeb LLP
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Exhibit 10.1
_____, 2020
Natural Order Acquisition Corp.
30 Colpitts Road
Weston, MA 02493
Chardan Capital Markets, LLC
17 State Street, 21st Floor
New York, NY 10004
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
Re: Initial Public
Offering
Gentlemen:
This letter agreement
(the “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between Natural Order Acquisition Corp., a Delaware corporation (the “Company”)
and Chardan Capital Markets, LLC, and Barclays Capital Inc., as representatives (the “Representatives”)
of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial
public offering (the “IPO”) of up to 28,750,000 of the Company’s units (including up to 3,750,000
units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”),
each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”),
and one warrant, with each warrant being exercisable to purchase one-half share of Common Stock at a price of $11.50 per full share
(“Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
In order to induce the
Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit
that such IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:
1. It is acknowledged
and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior
consent of Natural Order Sponsor LLC, a Delaware limited liability company (the “Sponsor”). If the Company
solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.
2. (a) In the event that
the Company fails to consummate a Business Combination within 24 months from the closing of the Company’s IPO, the undersigned
shall take all reasonable steps to (i) cause the Company to cease all operations except for the purpose of winding up, (ii) cause
the Company, as promptly as reasonably possible but not more than ten business days thereafter, to redeem 100% of the outstanding
IPO Shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and board of directors, cause the Company to dissolve and liquidate, subject (in the case of (ii) and (iii)
above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.
(b) The undersigned hereby waives any and
all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of the
Company as a result of such liquidation with respect to any Insider Shares or Private Warrants he, she or it owns (“Claim”)
and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any reason whatsoever, other than, in each case, with respect
to any IPO Shares, with respect to which the undersigned may receive distributions from the Trust Fund upon the Trust Fund being
liquidated and distributed to the holders of IPO Shares in the circumstances described in Section 2(a) above. The undersigned acknowledges
and agrees that there will be no distribution from the Trust Fund with respect to any Common Stock underlying the Private Warrants,
all rights of which will terminate on the Company’s liquidation.
[(c) In the event of the liquidation of
the Trust Fund, the undersigned agrees to, jointly and severally with the Insiders, indemnify and hold harmless the Company against
any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by any vendor or other person who is owed money by the
Company for services rendered or products sold or contracted for, but only to the extent necessary to ensure that such loss, liability,
claim, damage or expense does not reduce the amount of funds in the Trust Fund to below $10.00 per IPO Share; provided,
that such indemnity shall not apply (i) if such vendor or other person has executed a valid and enforceable agreement waiving any
claims against the Trust Fund and (ii) to any claims under the Company’s indemnity of the underwriters of the IPO against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).]
1
[(d) In the event that the Company does
not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation,
the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek repayment for such expenses.]2
3. The undersigned will
place into escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company. The Insider Shares will be placed into an escrow
account maintained by the escrow agent. 50% percent of the Insider Shares will not be transferred, assigned, sold or released from
escrow until the earlier of (i) 6 months after the date of the consummation of the Company’s initial Business Combination
or (ii) the date on which the closing price of the shares of the Company’s Common Stock equals or exceeds $12.50 per share
(as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading
day period commencing after the closing of the Company’s initial Business Combination and the remaining 50% of the Insider
Shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the closing of the Company’s
initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the
Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property; provided
that the foregoing restrictions shall not apply to transfers (i) to any persons or entities (including their affiliates and stockholders)
participating in the private placement of the Private Warrants, and officers, directors, stockholders, employees and members of
the Sponsor and its affiliates, (ii) amongst the Company’s pre-IPO stockholders (including, to the extent the Company’s
pre-IPO stockholders are entities, to such entity’s members, partners, stockholders or other equity holders) or to the Company’s
officers, directors and employees, (iii) if the undersigned (or Permitted Transferee (as defined below)) is an entity, as a distribution
to its partners, stockholders, or members upon its liquidation, (iv) by bona fide gift to a member of the undersigned’s (or
Permitted Transferee’s) immediate family or to a trust, the beneficiary of which is the undersigned (or Permitted Transferee)
or a member of the undersigned’s (or Permitted Transferee’s) immediate family, for estate planning purposes, (v) by
virtue of the laws of descent and distribution upon death, (vi) pursuant to a qualified domestic relations order, (vii) by certain
pledges to secure obligations incurred in connection with purchases of the Company’s securities, (viii) by private sales
at prices no greater than the price at which the Insider Shares were originally purchased or (ix) to the Company for the cancellation
of up to 937,500 Insider Shares subject to forfeiture to the extent that the Underwriters’ over-allotment option is not exercised
in full or in part in connection with the consummation of a Business Combination, in each case (except for clause ix) where these
permitted transferees (“Permitted Transferees”) agree in writing to the terms of the transfer restrictions
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Only for Natural Order Sponsor LLC
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Only for Natural Order Sponsor LLC
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[4. The undersigned agrees
that until the Company consummates a Business Combination, the undersigned’s Private Warrants will be subject to the transfer
restrictions described in the Subscription Agreement relating to the undersigned’s Private Warrants.]3
5. In order to minimize
potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the Company for
its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any
pre-existing fiduciary and contractual obligations the undersigned might have.
6. The undersigned acknowledges
and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders of the
Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with, or has received
financial investment from, an entity with which any Insider or their affiliates is affiliated, (i) such transaction must be approved
by a majority of the Company’s disinterested and independent directors, (ii) the Company must obtain an opinion from an independent
investment banking or accounting firm as to the fair market value of the target business and that such Business Combination is
fair to the Company’s unaffiliated stockholders from a financial point of view and (iii) such transaction must be approved
by the Company’s audit committee.
7. Neither the undersigned,
any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept a finder’s
fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate of the
undersigned originates a Business Combination.
8. [The undersigned agrees
to be the [·] of the Company until the earlier of the consummation by the Company
of a Business Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished
to the Company and the Representatives is true and accurate in all material respects, does not omit any material information with
respect to the undersigned’s biography and contains all of the information required to be disclosed pursuant to Item 401
of Regulation S-K, promulgated under the Securities Act.]4
The undersigned’s FINRA Questionnaire and Director and Officer Questionnaire previously furnished to the Company and the
Representatives is true and accurate in all material respects. The undersigned represents and warrants that, except as disclosed
in the undersigned’s Director and Officer Questionnaire:
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(a)
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he/she/it has never had a petition under the federal bankruptcy laws or any state insolvency law filed by or against (i) him/her/it or any partnership in which he/she/it was a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he/she/it was an executive officer at or within two years before the time of such filing;
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Only for Natural Order Sponsor LLC
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Only for directors and officers.
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(b)
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he/she/it has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property, or any such partnership;
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(c)
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he/she/it has never been convicted of fraud in a civil or criminal proceeding;
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(d)
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he/she/it/ has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);
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(e)
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he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her/it from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities laws;
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(f)
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he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his/her/its right to engage in any activity described in 8(e)(i) above, or to be associated with persons engaged in any such activity;
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(g)
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he/she/it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;
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(h)
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he/she/it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;
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(i)
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he/she/it has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;
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(j)
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he/she/it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member;
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(k)
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he/she/it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;
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(l)
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he/she/it was never subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;
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(m)
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he/she/it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained or enjoined him/her/it from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;
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(n)
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he/she/it has never been subject to any order of the SEC that orders him/her/it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;
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(o)
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he/she/it has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;
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(p)
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he/she/it has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations;
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(q)
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he/she/it is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;
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(r)
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he/she/it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny stock; and
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(s)
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he/she/it has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.
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10. The undersigned has
full right and power, without violating any agreement by which he, she or it is bound, to enter into this Agreement [and to serve
as an officer and/or director of the Company, as applicable, and consents to being named in the registration statement on Form
S-1 and prospectus filed by the Company with the U.S. Securities and Exchange Commission, road show and any other materials as
an officer and/or director of the Company, as applicable]5.
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5
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Only for directors and officers
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11. The undersigned hereby
waives his, her or its right to exercise conversion rights with respect to any shares of Common Stock owned or to be owned by the
undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket, and
agrees that he, she or it will not seek conversion with respect to or otherwise sell, such shares, in each case, in connection
with any vote to approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended
and Restated Certificate of Incorporation, or a tender offer by the Company prior to a Business Combination.
12. The undersigned hereby
agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to the
Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
redemption obligation to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 24 months
of the closing of the IPO, unless the Company provides holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction
with any such amendment, and (ii) not redeem any shares, including Insider Shares, into the right to receive cash from the Trust
Fund in connection with a stockholder vote to approve the Company’s proposed initial Business Combination or sell any shares
to the Company in any tender offer in connection with the Company’s proposed initial Business Combination.
13. In connection with
Section 5-1401 of the General Obligations Law of the State of New York, Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of
the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating
in any way to this Agreement shall be resolved through final and binding arbitration in accordance with the International Arbitration
Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International
Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will be decided by a
panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall
be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing
party or as otherwise directed by the arbitrators.
14. As used herein, (i)
a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii) “Insider
Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv)
“IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Private
Warrants” shall mean the warrants purchased in the private placement taking place simultaneously with the consummation
of the Company’s IPO; (vi) “Registration Statement” means the registration statement on Form S-1
filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund into which
a portion of the net proceeds of the Company’s IPO will be deposited.
15. Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by e-mail
transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail
address set forth below the respective party’s name in this Section 15. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new
or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have
been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do
so shall not affect the foregoing. The parties may change the persons and addresses to which the notices or other communications
are to be sent by giving written notice to any such change in the manner provided herein for giving notice.
If to the Representatives:
Chardan Capital Markets, LLC
17 State Street, 21st Floor
New York, NY 10004
Attn: George Kaufman
Email: gkaufman@chardancm.com
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
Attn: Andrew Garcia
Email: Andrew.garcia@barclays.com
Copy (which copy shall not constitute
notice) to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attn: Derek J. Dostal
Email: derek.dostal@davispolk.com
If to the Company:
Natural Order Acquisition Corp.
30 Colpitts Road
Weston, MA 02493
Attn: Paresh Patel
Email: paresh@sandcapllc.com
Copy (which copy shall not constitute
notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attn: Mitchell S. Nussbaum, Esq. and
Giovanni Caruso
Email: gcaruso@loeb.com
16. No party hereto may
assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the
other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee. This Agreement shall be binding on the parties hereto and any successors
and assigns thereof.
17. The undersigned acknowledges
and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein
in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary
with respect to, the Company, its stockholders or any creditor or vendor of the company with respect to the subject matter hereof.
[Signature page to follow]
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Print Name of Insider
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Signature
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[Signature page to Insider Letter]
8
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Agreement is made
as of _______, 2020 by and between Natural Order Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”).
WHEREAS, the Company’s
registration statement on Form S-1, No. 333-______ (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and
WHEREAS, Chardan Capital
Markets, LLC and Barclays Capital Inc. are acting as representatives of the underwriters in the IPO (the “Representatives”);
and
WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, an
aggregate of $250,000,000 of the proceeds of the IPO ($287,500,000 if the over-allotment option is exercised in full) and a private
placement of warrants occurring substantially concurrently with the IPO will be delivered to the Trustee to be deposited and held
in a trust account for the benefit of the Company and the holders of the Company’s common stock, par value $.0001 per share
(“Common Stock”), issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee will be referred
to herein as the “Property”; the shareholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);
and
WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.
THEREFORE, IT IS AGREED:
1. Agreements and
Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”)
established by the Trustee at [∙] in the United States, maintained by Trustee, and at a brokerage institution selected by
the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise
and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In a timely manner,
upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills, notes or
bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company,
it being understood that the Trust Account will earn no interest while the account funds are uninvested awaiting the Company’s
instructions hereunder and the Trustee may earn bank credits and other consideration;
(d) Collect and receive,
when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term
is used herein;
(e) Notify the Company
and the Representatives of all communications received by it with respect to any Property requiring action by the Company;
(f) Supply any necessary
information or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;
(g) Participate in any
plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;
(h) Render to the Company
monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account; and
(i) Commence liquidation
of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the
Company by its President, Chief Executive Officer and Chief Financial Officer and, in the case of a Termination Letter in a form
substantially similar to that attached hereto as Exhibit A, complete the liquidation of the Trust Account and distribute the Property
in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however,
that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the closing of
the IPO (the “Closing,” and such date, the “Last Date”), the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders
as of the Last Date.
2. Limited Distributions
of Income from Trust Account.
(a) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the
Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover
any tax obligations owed by the Company.
(b) The limited distributions
referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a)
above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.
(c) The Company shall
provide the Representatives with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance.
3. Agreements and
Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer and Chief Financial Officer. In addition,
except with respect to its duties under paragraphs 1(i) and 2(a) above, the Trustee shall be entitled to rely on, and shall be
protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one
of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions
in writing;
(b) Subject to the provisions
of Sections 5 and 7(h) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim,
action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which
in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned
from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such
claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage
the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to
the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel.
(c) Pay the Trustee an
initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section 2(a) as set
forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees except for disbursements made to the Company pursuant to Sections 1(i) solely
in connection with the consummation of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and
first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. Except as set forth
in this Section 3(c) and Section 3(b) hereof, the Company shall not be responsible for any other fees or charges of the Trustee.
(d) In connection with
any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the
Company’s shareholders regarding such Business Combination; and
(e) In the event that
the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that
it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.
4. Limitations of
Liability. The Trustee shall have no responsibility or liability to:
(a) Take any action with
respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any party
except for liability arising out of its own gross negligence or willful misconduct;
(b) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with
respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;
(c) Change the investment
of any Property, other than in compliance with paragraph 1(c);
(d) Refund any depreciation
in principal of any Property;
(e) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such
designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f) The other parties
hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith
and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not
be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties
or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g) Verify the correctness
of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or
any other action taken by it is as contemplated by the Registration Statement;
(h) File local, state
and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements
with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the
Property;
(i) Pay any taxes on
behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such
taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);
(j) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that
which is expressly set forth herein; and
(k) Verify calculations,
qualify or otherwise approve Company requests for distributions pursuant to Section 1(i) or 2(a) above.
5. Trust Account
Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or
to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without
limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.
6. Termination.
This Agreement shall terminate as follows:
(a) If the Trustee gives
written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate
a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement,
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within 90 days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with
the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or
(b) At such time that
the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Paragraph 3(b).
7. Miscellaneous.
(a) The Company and the
Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss,
liability or expense resulting from any error in the information or transmission of the wire.
(b) This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.
(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i)
(which may only be amended with the approval of the holders of a majority of the outstanding shares of Common Stock sold in the
IPO), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties
hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent of the
Representatives. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right
to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.
(d) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for
purposes of resolving any disputes hereunder.
(e) Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by e-mail
transmission:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Douglas Reed
Email: fwolf@continentalstock.com
Email: dreed@continentalstock.com
if to the Company, to:
Natural Order Acquisition Corp.
30 Colpitts Road
Weston, MA 02493
Attn: Paresh Patel
Email: paresh@sandcapllc.com
Copy (which
copy shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso, Esq.
Email: gcaruso@loeb.com
in either case with a copy (which copy shall not constitute
notice) to:
Chardan Capital Markets, LLC
17 State Street, 21st Floor
New York, NY 10004
Attn: George Kaufman
Email: gkaufman@chardancm.com
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Attn.: Andrew Garcia
Email: andrew.garcia@barclays.com
and
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attn: Derek J. Dostal
Email: derek.dostal@davispolk.com
(f) The parties hereto
consent to the delivery of notices or other communications by electronic transmission at the e-mail address set forth below the
respective party’s name in Section 7(e) hereto. To the extent that any notice given by means of electronic transmission is
returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail
address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the
foregoing.
(g) This Agreement may
not be assigned by the Trustee without the prior consent of the Company.
(h) Each of the Trustee
and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement
and to perform its respective obligations as contemplated hereunder.
(i) Each of the Company and the Trustee hereby acknowledge that
each of the Representatives is a third party beneficiary of this Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
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By:
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Name:
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Title:
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name:
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Paresh Patel
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Title:
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President and Chief Executive Officer
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[Signature Page to Investment Management
Trust Agreement]
SCHEDULE A1
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Fee Item
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Time and method of payment
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Amount
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Initial acceptance fee
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Initial closing of IPO by wire transfer
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Annual fee
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First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check
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Transaction processing fee for disbursements to Company under Section 2
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Deduction by Trustee from accumulated income following disbursement made to Company under Section 2
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Paying Agent services as required pursuant to section 1(i)
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Billed to Company upon delivery of service pursuant to section 1(i)
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Market Rate
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1
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Note to Draft: To be updated based on Company’s engagement
agreement with Trustee.
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EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Douglas Reed
Re: Trust Account No. [_____________] -
Termination Letter
[Gentlemen]:
Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Natural Order Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2020 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement with [__________________] (“Target Business”) to consummate
a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company
shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.
In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________] and to transfer
the proceeds to the above-referenced account at [•] to the effect that, on the Consummation Date, all of funds held in the
Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at [•] awaiting distribution,
the Company will not earn any interest or dividends.
On the Consummation Date (i) counsel for the Company shall deliver
to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an
affidavit] [a certificate] of [__________________], which verifies the vote of the Company’s shareholders in connection with
the Business Combination if a vote is held and (b) joint written instructions from the Company, Chardan Capital Markets LLC and
Barclays Capital Inc. (whose consent not to be unreasonably withheld) with respect to the transfer of the funds held in the Trust
Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty,
you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant
to the terms hereof, the Trust Agreement shall be terminated.
In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.
[Signature Page Follows]
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Very truly yours,
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name:
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Paresh Patel
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Title:
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President and Chief Executive Officer
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By:
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Name:
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Marc Volpe
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Chief Financial Officer
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cc:
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Chardan Capital Markets, LLC
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Barclays Capital Inc.
EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
[1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Douglas Reed]
Re: Trust Account No. [______________]
- Termination Letter
[Gentlemen]:
Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Natural Order Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2020 (“Trust Agreement”), this is
to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating
to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.
In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________] and
to transfer the total proceeds to the trust operating account at [•] to await distribution to the Public Shareholders. The
Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Shareholders will
be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company
on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and in
your separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms
of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the
funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.
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Very truly yours,
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name:
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Paresh Patel
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Title:
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President and Chief Executive Officer
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By:
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Name:
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Marc Volpe
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Chief Financial Officer
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cc:
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Chardan Capital Markets, LLC
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Barclays Capital Inc.
EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
[1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Douglas Reed]
Re: Trust Account No. [___________] Withdrawal
Instructions
[Gentlemen]:
Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between Natural Order Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of ________, 2020 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof.
The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:
[WIRE INSTRUCTION INFORMATION]
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Very truly yours,
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name:
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Paresh Patel
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Title:
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President and Chief Executive Officer
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By:
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Name:
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Marc Volpe
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Chief Financial Officer
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cc:
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Chardan Capital Markets, LLC
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Barclays Capital Inc.
11
Exhibit 10.3
STOCK ESCROW AGREEMENT
This STOCK ESCROW AGREEMENT,
dated as of ________, 2020 (“Agreement”), by and among NATURAL ORDER ACQUISITION CORP., a Delaware corporation (“Company”)
and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
WHEREAS, the Company
has entered into an Underwriting Agreement, dated as of ________, 2020 (“Underwriting Agreement”), with Chardan Capital
Markets, LLC and Barclays Capital Inc. acting as representatives (the “Representatives”) of the several underwriters
(collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase
25,000,000 units (“Units”) of the Company, plus an additional 3,750,000 Units if the Underwriters exercise their over-allotment
option in full. Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “Common
Stock”), one warrant, with each warrant entitling the holder thereof to purchase one-half of one share of the Common Stock
at an exercise price of $11.50 per share, all as more fully described in the Company’s final Prospectus, dated ________,
2020 (“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-______)
under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on ___________, 2020 (“Effective
Date”).
WHEREAS, the Initial
Shareholders have agreed as a condition of the sale of the Units to deposit their “founder shares” (as defined in the
Prospectus), as set forth opposite their respective names on Exhibit A attached hereto (collectively “Escrow Shares”),
in escrow as hereinafter provided.
WHEREAS, the Company
and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter
provided.
IT IS AGREED:
1. Appointment of
Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance with and subject
to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.
2. Deposit of Escrow
Shares. On or prior to the date hereof, each of the Initial Shareholders delivered to the Escrow Agent certificates representing
such Initial Shareholder’s respective Escrow Shares, together with applicable share powers, to be held and disbursed subject
to the terms and conditions of this Agreement. Each of the Initial Shareholders acknowledges that the certificate representing
such Initial Shareholder’s Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.
3. Disbursement
of the Escrow Shares.
3.1 The Escrow Agent
shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50%
of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial
business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the
date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends,
stock capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period following
the closing of the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six
months after the date of the closing of an initial Business Combination. The Company shall promptly provide notice of the consummation
of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount
of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however,
that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any
time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided
further, however, that if, after the Company consummates an initial Business Combination, the Company (or the surviving entity)
subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders
of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow
Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer
of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or
such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall
have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.
3.2 Notwithstanding Section
3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 3,750,000 Units of the Company in
full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree
that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial
Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 937,500 multiplied by (ii) a fraction,
(x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total
number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased by the
Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,750,000. The Company shall
promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and
the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.
4. Rights of Initial
Shareholders in Escrow Shares.
4.1 Voting Rights
as a Shareholder. Subject to the terms of the Insider Letters (as defined below) described in Section 4.4 hereof and except
as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow
Period, including, without limitation, the right to vote such shares.
4.2 Dividends and
Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to
the Escrow Shares shall be paid to the Initial Shareholders, but all dividends payable in stock or other non-cash property (“Non-Cash
Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term
“Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
4.3 Restrictions on
Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (1) to any persons or entities
(including their affiliates and stockholders) participating in the private placement of the “private warrants” (as
defined in the Prospectus), and officers, directors, stockholders, employees and members of the Initial Shareholders and their
respective affiliates, (2) amongst the Initial Shareholders (including, to the extent the Initial Shareholders are entities, to
such entity’s members, partners, stockholders or other equity holders) or to the Company’s officers, directors and
employees, (3) if any Initial Shareholder is an entity, as a distribution to its partners, stockholders, or members upon its liquidation,
(4) by bona fide gift to a member of the Initial Shareholder’s (or its permitted transferee’s) immediate family or
to a trust, the beneficiary of which is the Initial Shareholder (or its permitted transferee) or a member of the Initial Shareholder’s
(or its permitted transferee’s) immediate family, for estate planning purposes, (5) by virtue of the laws of descent and
distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred
in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which
the founder shares were originally purchased or (9) for the cancellation of up to 937,500 shares of Common Stock subject to forfeiture
to the extent that the Underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation
of the Company’s initial business combination, in each case (except for clause 9 or with the Company’s prior consent)
where such permitted transferee agrees to the terms of this Agreement and the Insider Letter (as defined below).
4.4 Insider Letters.
Each of the Initial Shareholders has executed a letter agreement with the Representatives and the Company, dated as indicated on
Exhibit C hereto, and the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”),
respecting the rights and obligations of such Initial Shareholder in certain events, including but not limited to the liquidation
of the Company.
5. Concerning the
Escrow Agent.
5.1 Good Faith Reliance.
The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment,
and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein
contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights
of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.
5.2 Indemnification.
The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving
any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent
hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful
misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt
of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate
court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate
court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all
of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions
of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.
5.3 Compensation.
The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow
Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of
its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all
taxes or other governmental charges.
5.4 Further Assurances.
From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or cause to be delivered
to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent
shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith
or to assure itself that it is protected in acting hereunder.
5.5 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties
hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective
at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Shares held
hereunder. If no new escrow agent is so appointed within the [90]1
day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it
reasonably deems appropriate.
5.6 Discharge of Escrow
Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance
of appointment by a successor escrow agent as provided in Section 5.5.
5.7 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence or its own willful misconduct.
5.8 Waiver. The
Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
6. Miscellaneous.
6.1 Governing Law.
This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction.
6.2 Third Party Beneficiaries.
Each of the Initial Shareholders hereby acknowledges that each of the Representatives is a third party beneficiary of this Agreement
and this Agreement may not be modified or changed without the prior written consent of the Representatives.
6.3 Entire Agreement.
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly
provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.
6.4 Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.
1 Note to Draft:
To match successor trustee period in Investment Management Trust Agreement.
6.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives,
successors and assigns; provided, that the Escrow Agent may not assign this Agreement without the prior written consent of the
Company.
6.6 Notices. Any
notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or
be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, or
by e-mail as described below, and shall be deemed given when so delivered personally or by e-mail or, if mailed or sent by private
national courier service, two days after the date of mailing or the date of delivery to the private national courier service, as
follows:
If to the Company, to:
Natural Order Acquisition Corp.
30 Colpitts Road
Weston, MA 02493
Attn: Paresh Patel
Email: paresh@sandcapllc.com
Copy (which
copy shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso,
Esq.
Email: gcaruso@loeb.com
If to a Shareholder, to his
address set forth in Exhibit A.
and if to the Escrow Agent,
to:
Continental Stock Transfer
& Trust Company
1 State Street, 30th
Floor
New York, New York 10004
Attn: Francis Wolf and Douglas Reed
Email: fwolf@continentalstock.com
Email: dreed@continentalstock.com
A copy (which copy shall not
constitute notice) sent hereunder shall be sent to:
Chardan Capital Markets LLC
17 State Street, 21st Floor
New York, NY 10004
Attn: George Kaufman
Email: gkaufman@chardancm.com
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Attn.: Andrew Garcia
Email:
andrew.garcia@barclays.com
and: Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attn: Derek J. Dostal
Email: derek.dostal@davispolk.com
The parties hereto
consent to the delivery of notices or other communication by electronic transmission at the e-mail address set forth below the
respective party’s name in Section 6.6 hereto. To the extent that any notice given by means of electronic transmission is
returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail
address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the
foregoing. The parties may change the persons and addresses to which the notices or other communications are to be sent by giving
written notice to any such change in the manner provided herein for giving notice.
6.7 Liquidation of
the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company
in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.
[Signature Page Follows]
WITNESS the execution
of this Agreement as of the date first above written.
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COMPANY:
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name: Paresh Patel
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Title: President and Chief Executive Officer
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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By:
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Name:
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Title:
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INITIAL SHAREHOLDERS:
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NATURAL ORDER SPONSOR LLC
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By:
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Name: Marc Volpe
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Title: Chief Financial Officer
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[Signature Page to Escrow Agreement]
EXHIBIT A
Initial Shareholders
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Name of Initial Shareholder
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Number
of Shares
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Date of
Insider Letter
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Natural Order Sponsor LLC
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7,200,000
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_________,2020
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EXHIBIT B
Escrow Shares
Natural Order Sponsor LLC – 937,500
EXHIBIT C
Insider Letter(s)
Insider Letter by and between the Company, Natural Order Sponsor
LLC, Chardan Capital Markets LLC and Barclays Capital Inc., dated ___________, 2020.
9
Exhibit 10.4
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
THIS REGISTRATION AND
STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of _________, 2020,
by and among Natural Order Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned
parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the
“Investors”).
WHEREAS, the Investors
and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of
the securities held by them as of the date hereof.
NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS.
The following capitalized terms used herein have the following meanings:
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Board”
means the board of directors of the Company.
“Business
Combination” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or other similar type of transaction, of one or more businesses or entities.
“Commission”
means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange
Act.
“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.
“Company”
is defined in the preamble to this Agreement.
“Demand
Registration” is defined in Section 2.1.1.
“Demanding
Holder” is defined in Section 2.1.1.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.
“Form S-3”
is defined in Section 2.3.
“Indemnified
Party” is defined in Section 4.3.
“Indemnifying
Party” is defined in Section 4.3.
“Initial
Shares” means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s
initial public offering.
“Investor”
is defined in the preamble to this Agreement.
“Investor
Indemnified Party” is defined in Section 4.1.
“Maximum
Number of Shares” is defined in Section 2.1.4.
“Notices”
is defined in Section 7.4.
“Piggy-Back
Registration” is defined in Section 2.2.1.
“Private
Warrants” means the aggregate of 7,200,000 Warrants that Natural Order Sponsor LLC is privately purchasing simultaneously
with the consummation of the Company’s initial public offering.
“Register,”
“Registered” and “Registration” mean a registration effected by preparing and
filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registrable
Securities” means (i) the Initial Shares, (ii) the Private Warrants (and underlying shares of Common Stock) and (iii)
any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of
the Company issuable upon conversion of any working capital loans in an amount up to $500,000 made to the Company by an Investor.
Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or
other distribution with respect to or in exchange for or in replacement of such Initial Shares and Private Warrants (and underlying
shares of Common Stock). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities
when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement;
(b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities
Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule
144 without volume limitations.
“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement
on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange
for securities or assets of another entity).
“Release
Date” means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain
Stock Escrow Agreement dated as of ________, 2020 by and among the Sponsor and Continental Stock Transfer & Trust Company.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.
“Sponsor”
means Natural Order Sponsor LLC, an Investor.
“Sponsor
Director” means the individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.
“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.
“Units”
means the units of the Company, each comprised of one share of Common Stock and one Warrant entitling the holder to purchase one-half
share of Common Stock.
“Warrant(s)”
means the warrants of the Company.
2. REGISTRATION
RIGHTS.
2.1 Demand
Registration.
2.1.1 Request
for Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination
with respect to the Private Warrants or (ii) three months prior to the Release Date with respect to all other Registrable Securities,
but prior to the five-year anniversary of the effective date of the Company’s Form S-1 Registration Statement (File No. 333-[●])
(the “Effective Date”), (a) with respect to clause (i) the holders of a majority of the Private Warrants
and (b) with respect to clause (ii) the holders of a majority-in-interest of the Initial Shares, may make a written demand for
registration under the Securities Act of all or part of their Private Warrants or other Registrable Securities, as the case may
be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable
Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable
Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s
Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration,
a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder
of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not
be obligated to effect more than two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
2.1.2 Effective
Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission
with respect to such Demand Registration has been declared effective by the Commission and the Company has complied with all of
its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been
declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order
or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand
Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed,
rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering;
provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement
that has been filed is counted as a Demand Registration or is terminated.
2.1.3 Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their
written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such
registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s
Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable
Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.
2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant to a Demand Registration
advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which
the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company
desires to sell and the shares of Common Stock, if any, as to which a registration has been requested pursuant to written contractual
piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount
or maximum number of shares that can be sold in such underwritten offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number
of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration:
(i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in
accordance with the number of shares that each such Demanding Holder has requested be included in such registration, regardless
of the number of shares held by each such Demanding Holder (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of
other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that
can be sold without exceeding the Maximum Number of Shares.
2.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to
include all of their Registrable Securities in any underwritten offering, such majority-in-interest of the Demanding Holders may
elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request
to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.
If the majority-in-interest of the Demanding Holders withdraws from a proposed underwritten offering relating to a Demand Registration,
then such registration shall not count as a Demand Registration provided for in Section 2.1.
2.2 Piggy-Back
Registration.
2.2.1 Piggy-Back
Rights. If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by the Company for its own account or for the account of stockholders
of the Company (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other
than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice
of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days
before the anticipated filing date of such Registration Statement, which notice shall describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the
sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt
of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2, the Company shall cause such
Registrable Securities to be included in such registration and shall use its reasonable best efforts to cause the managing Underwriter
or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition
of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities
proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters
shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back
Registration. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration
set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the seventh anniversary of the
Effective Date.
2.2.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock
which the Company desires to sell, taken together with the shares of Common Stock, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which
registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the
Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:
(a) If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if
any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares;
and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the
shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number
of Shares;
(b) If
the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable
Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities,
Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum
Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number
of Shares.
2.2.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a
demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness
of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.
2.2.4 Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company
register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be
available at such time (“Form S-3”); provided, however, that (i) the Company shall not be obligated to
effect such request through an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requests.
Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders
of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s
or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable
Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified
in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that
the Company shall not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available
for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at
any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.2.4 shall not be counted
as Demand Registrations effected pursuant to Section 2.1.
3. REGISTRATION
PROCEDURES.
3.1 Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing
Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt of
a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any
form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution
thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable
best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the
right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable
to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish
to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the
Board, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at
such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately
preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.
3.1.2 Copies.
The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein, except for such exhibits and documents available
on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)), the prospectus
included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable
Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition
of the Registrable Securities owned by such holders.
3.1.3 Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and
other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution
set forth in such Registration Statement or such securities have been withdrawn.
3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after
such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information
or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement
any such supplement or amendment.
3.1.5 State
Securities Laws Compliance. The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.
3.1.6 Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in
customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made
to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of
Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration
statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with
respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such
sale with such holder’s material agreements and organizational documents, and with respect to written information relating
to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.
3.1.7 Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer
of the Company and all other officers and members of the management of the Company shall cooperate in all reasonable respects in
any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration
Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with
Underwriters, attorneys, accountants and potential investors.
3.1.8 Records.
The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement,
any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial
and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably
requested by any of them in connection with such Registration Statement.
3.1.9 Earnings
Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and
make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.10 Listing.
The Company shall use its reasonable best efforts to cause all Registrable Securities included in any registration to be listed
on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed
or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority
of the Registrable Securities included in such registration.
3.1.11 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $5,000,000,
the Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.
3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.2.4 hereof, upon any suspension by
the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the
ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence
of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such
holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will
deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.
3.3 Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section
2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.2.4,
and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation,
all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of
the Registrable Securities as required by Section 3.1.10; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements
of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company; (viii) the
reasonable fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the reasonable
fees and expenses (not to exceed $30,000) of one legal counsel selected by the holders of a majority-in-interest of the Registrable
Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions
shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear
the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.
3.4 Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with Federal and applicable state securities laws.
4. INDEMNIFICATION
AND CONTRIBUTION.
4.1 Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person,
if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any
expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based
upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any such registration;
and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred
by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, judgment, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or
omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus,
or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing,
by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities,
their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially
the same basis as that of the indemnification provided above in this Section 4.1.
4.2 Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration
is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder,
indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling
holder and each other person, if any, who controls the Company, another selling holder or such Underwriter within the meaning of
the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses,
claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or
allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained
in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon
any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement
therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in
writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers,
each Underwriter (if any) and each other selling holder or controlling person for any legal or other expenses reasonably incurred
by any of them in connection with investigation or defending any such loss, claim, judgment, damage, liability or action. Each
selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount
of any net proceeds actually received by such selling holder.
4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder,
notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the
defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified
Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the
Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with
the fees and expenses (subject to the proviso at the end of this sentence) of such counsel to be paid by such Indemnifying Party
if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them; provided, however, that the Indemnifying Party shall
only be obligated to pay the fees and expenses of one such separate counsel for all Indemnified Parties in such circumstances.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect
any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been
a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an
unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding. In addition, no Indemnified
Party, in any action or pending or threatened proceeding, or based on any claim, in which it may seek indemnification hereunder
from any Indemnifying Party, shall consent to entry of judgment or effect any settlement of any such action, claim or proceeding
without such Indemnifying Party’s prior written consent.
4.4 Contribution.
4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect
of any loss, claim, damage, liability or action referred to herein with respect to which such Indemnified Party would otherwise
be entitled to such indemnification, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the
actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.
4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in
the immediately preceding Section 4.4.1.
4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the second
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount
of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder
from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.
5. STOCKHOLDER
RIGHTS.
5.1 Subject
to the terms and conditions of this Agreement, at any time and from time to time on or after the date that the Company consummates
a Business Combination and for so long as the Sponsor holds any Registrable Securities:
5.1.1 The
Sponsor shall have the right, but not the obligation, to designate one individual to be appointed or nominated, as the case may
be, for election to the Board (including any successor, each, a “Nominee”) by giving written notice to
the Company on or before the time such information is reasonably requested by the Board or the Nominating Committee of the Board,
as applicable, for inclusion in a proxy statement for a meeting of stockholders at which members of the Board shall be elected.
5.1.2 The
Company will, as promptly as practicable, use its reasonable best efforts to take all necessary and desirable actions (including,
without limitation, calling special meetings of the Board and the stockholders and recommending, supporting and soliciting proxies)
so that there is one Sponsor Director serving on the Board at all times.
5.1.3 The
Company shall, to the fullest extent permitted by applicable law, use its reasonable best efforts to take all actions necessary
to ensure that: (i) each Nominee is included in the Board’s slate of nominees to the stockholders of the Company for each
election of members of the Board; and (ii) each Nominee is included in the proxy statement prepared by management of the Company
in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election
of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of
the stockholders of the Company or the Board with respect to the election of members of the Board.
5.1.4 If
a vacancy occurs because of the death, disability, disqualification, resignation, or removal of a Sponsor Director or for any other
reason, the Sponsor shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable
following such designation, use its reasonable best efforts to take all necessary and desirable actions, to the fullest extent
permitted by law, within its control such that such vacancy shall be filled with such successor Nominee.
5.1.5 If
a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any
other reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary and desirable
actions within its control such that the director position for which such Nominee was nominated shall not be filled pending such
designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as
promptly as practicable following such designation.
5.1.6 As
promptly as reasonably practicable following the request of any Sponsor Director, the Company shall enter into an indemnification
agreement with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the reasonable,
documented out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided to or on behalf
of the Company, including attending meetings or events attended explicitly on behalf of the Company at the Company’s request.
5.1.7 The
Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Board to be
reasonable and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage
with respect to such Sponsor Director; provided that upon removal or resignation of such Sponsor Director for
any reason, the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability
insurance coverage for a period of not less than six years from any such event in respect of any act or omission occurring at or
prior to such event.
5.1.8 For
so long as a Sponsor Director serves as a Director of the Company, the Company shall not amend, alter or repeal any right to indemnification
or exculpation covering or benefiting any Director nominated pursuant to this Agreement as and to the extent consistent with applicable
law, whether such right is contained in the Company’s certificate of incorporation or bylaws, each as amended, or another
document (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation
rights on a retroactive basis than permitted prior thereto).
5.1.9 Each
Nominee may, but does not need to qualify as “independent” pursuant to listing standards of the Nasdaq Capital Market.
5.1.10 Any
Nominee will be subject to the Company’s customary due diligence process, including its review of a completed questionnaire
and a background check. Based on the foregoing, the Company may object to any Nominee provided (a) it does so in good faith, and
(b) such objection is based upon any of the following: (i) such Nominee was convicted in a criminal proceeding or is a named subject
of a pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) such Nominee was the subject of
any order, judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently
or temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type
of business practice, or (B) engaging in any activity in connection with the purchase or sale of any security or in connection
with any violation of federal or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more
than 60 days the right of such person to engage in any activity described in clause (ii)(B), or to be associated with persons engaged
in such activity, (iv) such proposed director was found by a court of competent jurisdiction in a civil action or by the Commission
to have violated any federal or state securities law, and the judgment in such civil action or finding by the Commission has not
been subsequently reversed, suspended or vacated, or (v) such proposed director was the subject of, or a party to any federal or
state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating
to a violation of any federal or state securities laws or regulations. In the event the Board reasonably finds the Nominee to be
unsuitable based upon one or more of the foregoing clauses (i) through (v) and reasonably objects to the identified director, Sponsor
shall be entitled to propose a different nominee to the Board within 30 calendar days of the Company’s notice to Sponsor
of its objection to the Nominee and such replacement Nominee shall be subject to the review process outlined above.
5.1.11 The
Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such Nominee to be elected
to the board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable,
shall have the right to attend (in person or remotely) any meetings of the board of directors (or similar governing body or committee
thereof) of each subsidiary of the Company.
6. RULE
144.
6.1 Rule
144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required
from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission.
7. MISCELLANEOUS.
7.1 Other
Registration Rights. The Company represents and warrants that, except as disclosed in the Company’s registration statement
on Form S-1 (File No. 333-[●]), no person, other than the holders of the Registrable Securities, has any right to require
the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital
stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of
any other person.
7.2 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part without the consent of the holders of a majority of Registrable Securities. This
Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated
by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any
such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties
and to the permitted assigns of the Company and the holders of Registrable Securities. This Agreement is not intended to confer
any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section
7.2.
7.3 Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery or electronic
transmission, addressed as set forth below, or to such other address as such party shall have specified most recently by written
notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted electronically
by e-mail; provided, that if such service or transmission is not on a business day or is after normal business hours, then such
notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next
business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery. The
parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail address set
forth below the respective party’s name in Section 7.3 hereto. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new
or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have
been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do
so shall not affect the foregoing. The parties may change the persons and addresses to which the notices or other communications
are to be sent by giving written notice to any such change in the manner provided herein for giving notice.
To the Company:
Natural Order Acquisition Corp.
30 Colpitts Road
Weston, MA 02493
Attn: Paresh Patel
Email: paresh@sandcapllc.com
Copy (which copy shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso
Email: gcaruso@loeb.com
To an Investor, to the address set forth below such
Investor’s name on Exhibit A hereto.
7.4 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.
7.5 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument.
7.6 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written.
7.7
Term. This Agreement shall terminate on the seven-year anniversary of the date hereof.
7.8 Titles and Headings; Amendments. Titles and headings of sections of this Agreement are for convenience only
and shall not affect the construction of any provision of this Agreement. No amendment, modification or termination of this Agreement
shall be binding upon the holders of Registrable Securities unless executed in writing by the holders of a majority of the Registrable
Securities. Any amendment, modification or termination of this Agreement approved in writing by the holders of a majority of the
Registrable Securities shall be binding upon all holders of Registrable Securities and their permitted assignees.
7.9 Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver
or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance
of any other obligations or acts.
7.10 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant
or agreement to be observed or performed under this Agreement, any Investor or any other holder of Registrable Securities may proceed
to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in
this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this
Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required
to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such
right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.
7.11 Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State
of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law
provisions thereof that would compel the application of the substantive laws of any other jurisdiction.
7.12 Waiver
of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this
Agreement, the transactions contemplated hereby, or the actions of any Investor in the negotiation, administration, performance
or enforcement hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Registration
and Stockholder Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above.
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COMPANY:
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name:
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Paresh Patel
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Title:
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President and Chief Executive officer
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INVESTORS:
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NATURAL ORDER SPONSOR LLC
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By:
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Name:
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Marc Volpe
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Title:
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Chief Financial Officer
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[Signature Page to Registration and Stockholder
Rights Agreement]
EXHIBIT A
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Name of Investor
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Address
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Natural Order Sponsor LLC
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15
Exhibit 10.5
___________, 2020
Natural Order Acquisition Corp.
30 Colpitts Road
Weston, MA 02493
Ladies and Gentlemen:
Natural Order Acquisition
Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities
(a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended
(“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration
statement on Form S-1 (“Registration Statement”).
The undersigned hereby
commits that it will purchase an aggregate of 7,200,000 warrants of the Company (“Private Warrants”), at a price
of $1.00 per warrant for an aggregate purchase price of $7,200,000 (the “Private Warrant Purchase Price”).
At least twenty-four
(24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Warrant Purchase Price
to be delivered to Loeb & Loeb (“Loeb”), as escrow agent, by wire transfer as set forth in the instructions
attached as Exhibit A to hold in a non-interest bearing account until the Company consummates the IPO.
The consummation of
the purchase and issuance of the Private Warrants shall occur simultaneously with the consummation of the IPO. Simultaneously with
the consummation of the IPO, Continental shall deposit the Private Warrant Purchase Price, without interest or deduction, into
the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s public stockholders
as described in the Registration Statement.
Each of the Company
and the undersigned acknowledges and agrees that Loeb is serving hereunder solely as a convenience to the parties to facilitate
the purchase of the Private Warrants.
Additionally, the undersigned
agrees:
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to vote in favor of any proposed Business Combination;
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not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s shares of Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO, unless the Company provides the holders of shares of Common Stock sold in the IPO with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Company’s taxes, divided by the number of then outstanding shares of Common Stock sold in the IPO;
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the undersigned will not participate in any liquidation distribution with respect to the Private Warrants (but will participate in liquidation distributions with respect to any units or Common Stock purchased by the undersigned in the IPO or sold by the Company in the IPO and purchased by the undersigned in the open market thereafter) if the Company fails to consummate a Business Combination;
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that the Private Warrants and underlying securities will not be transferable until 30 days after the consummation of a Business Combination except (i) to the Company’s pre-IPO stockholders (including, to the extent the Company’s pre-IPO stockholders are entities, to such entity’s members, partners, stockholders or other equity holders), or to the Company’s officers, directors, advisors and employees, (ii) transfers to the undersigned’s affiliates, (iii) by bona fide gift to a member of the undersigned’s (or Permitted Transferee’s (as defined below)) immediate family or to a trust, the beneficiary of which is the undersigned (or Permitted Transferee) or a member of the undersigned’s (or Permitted Transferee’s) immediate family, for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (vii) by private sales at prices no greater than the price at which the Private Warrants were originally purchased or (viii) to the Company for cancellation in connection with the consummation of a Business Combination, in each case (except for clause viii) where the permitted transferee (“Permitted Transferee”) agrees to the terms of the transfer restrictions; and
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the Private Warrants will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which will be set forth in the Registration Statement.
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The undersigned hereby
represents and warrants that:
(a) it has been advised
that the Private Warrants have not been registered under the Securities Act;
(b) it will be acquiring
the Private Warrants for its account for investment purposes only;
(c) it has no present
intention of selling or otherwise disposing of the Private Warrants in violation of the securities laws of the United States;
(d) it is an “accredited
investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended;
(e) it has had both
the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its
behalf concerning the terms and conditions of the offer made hereunder;
(f) it is familiar
with the proposed business, management, financial condition and affairs of the Company;
(g) it has full power,
authority and legal capacity to execute and deliver this letter agreement (“Agreement”) and any documents contemplated
herein or needed to consummate the transactions contemplated in this Agreement; and
(h) this Agreement
constitutes its legal, valid and binding obligation, and is enforceable against it.
This Agreement constitutes
the entire agreement between the undersigned and the Company with respect to the purchase of the Private Warrants, and supersedes
all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to
the same.
Each party to this
Agreement acknowledges that Loeb has represented both the Company and the undersigned in connection with the transactions contemplated
hereby, the IPO, the issuance of the Company’s shares to Natural Order Sponsor LLC and all related transactions. The applicable
rules of professional conduct require that Loeb inform the parties hereunder of this representation and obtain their consent. The
Company and the undersigned each hereby (i) acknowledge that they have had an opportunity to ask for and have obtained information
relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation;
(ii) acknowledge that with respect to the transactions described above, Loeb has represented the Company and the undersigned, and
not any other person or entity or Board member or employee of the Company or the undersigned; and (iii) give their respective informed
consent to Loeb’s representation of the Company and the undersigned in connection with the transactions described above.
[Signatures Follow]
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Very truly yours,
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NATURAL ORDER SPONSOR LLC
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By:
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Name: Marc Volpe
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Title: Chief Financial Officer
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Accepted and Agreed:
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name: Paresh Patel
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Title: President and Chief Executive Officer
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Exhibit A
Wire Instructions
4
Exhibit 10.7
NATURAL ORDER ACQUISITION CORP.
30 Colpitts Road
Weston, MA 02493
_____, 2020
NATURAL ORDER SPONSOR LLC
30 Colpitts Road
Weston, MA 02493
Ladies and Gentlemen:
This letter will confirm
our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement
on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of Natural Order Acquisition Corp. (the “Company”) and continuing until the earlier
of (i) the consummation by the Company of an initial business combination (a “Business Combination”)
or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter
referred to as the “Termination Date”), Natural Order Sponsor LLC (“Sponsor”)
shall make available to the Company certain office space, utilities, secretarial and administrative services as may be required
by the Company from time to time, situated at 30 Colpitts Road, Weston, MA 02493 (or any successor location). In exchange therefore,
the Company shall pay Sponsor a sum equal to $10,000 per month, commencing on the Effective Date and continuing monthly thereafter
until the Termination Date. Sponsor agrees that payment of such amounts may be deferred, without interest, until the date of consummation
by the Company of the initial Business Combination upon a determination by the Company’s audit committee that the Company
lacks sufficient funds held outside the Trust Account (as defined below) to pay the Company’s actual or anticipated expenses
in connection with the Company’s initial Business Combination. Sponsor hereby agrees that it does not have any right, title,
interest or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust Account”)
that may be established by the Company for the benefit of the Company’s public stockholders upon the consummation of the
IPO as described in the Registration Statement ( “Claim”) and hereby waives any Claim it may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company in connection with this
letter agreement and will not seek recourse against the Trust Account for any reason whatsoever.
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Very truly yours,
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NATURAL ORDER ACQUISITION CORP.
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By:
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Name:
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Paresh Patel
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Title:
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President and Chief Executive Officer
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AGREED TO AND ACCEPTED BY:
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NATURAL ORDER SPONSOR LLC
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By:
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Name:
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Marc Volpe
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Title:
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Chief Financial Officer
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Exhibit
10.8
Natural
Order Acquisition Corp.
Indemnity
Agreement
This
Indemnity Agreement (the “Agreement”)
is made and entered into as of ______________, between Natural Order Acquisition Corp., a Delaware corporation (the “Company”),
and ___________ (“Indemnitee”).
RECITALS
A. Highly
competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they
are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation;
B. Although
furnishing of insurance to protect persons serving a corporation and its subsidiaries from certain liabilities has been a customary
and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given
current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more
exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being
increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself. The Bylaws and Certificate of Incorporation of
the Company require indemnification of the executive officers and directors of the Company and permit indemnification of other
officers and certain other persons. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law
of the State of Delaware (“DGCL”). The Bylaws, Certificate of Incorporation, and the DGCL expressly provide
that their respective indemnification provisions are not exclusive, and contemplate that contracts may be entered into between
the Company and members of the Board, officers, and other persons with respect to indemnification;
C. The
uncertainties relating to such liability insurance and to indemnification have increased the difficulty of attracting and retaining
such persons;
D. The
Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders, and that the Company should act to assure such persons that there will be increased certainty
of protection in the future;
E. It
is reasonable, prudent, and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on
behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified;
F. This
Agreement is a supplement to and in furtherance of the Company’s Bylaws and Certificate of Incorporation and any resolutions
adopted pursuant to such indemnification, and will not be deemed a substitute therefor, nor to diminish or abrogate any rights
of Indemnitee;
G. Indemnitee
does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate
in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company
desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve, and to take on additional service
for or on behalf of the Company on the condition that he or she be so indemnified; and
H. Indemnitee
may have certain rights to indemnification and insurance provided by other entities or organizations which Indemnitee and such
other entities and organizations intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided
in this Agreement, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s
willingness to serve on the Board.
I. This
Agreement supersedes and replaces in its entirety any previous indemnification agreement entered into between the Company and
the Indemnitee.
Now,
Therefore, in consideration of Indemnitee’s
agreement to serve as an officer or a director from and after the date first written above, the parties agree as follows:
1. Indemnity
of Indemnitee. The Company agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such
may be amended from time to time, in accordance with the terms of this Agreement. In furtherance of this indemnification, and
without limiting the generality of such indemnification:
(a) Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee will be entitled to the rights of indemnification provided
in this Section 1(a) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party
to or participant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a),
Indemnitee will be indemnified against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and
reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue, or matter
therein. This indemnification is provided if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause
to believe the Indemnitee’s conduct was unlawful.
(b) Proceedings
by or in the Right of the Company. Indemnitee will be entitled to the rights of indemnification provided in this Section 1(b)
if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any
Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee will be indemnified against all
Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding
if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Company. Indemnification will not be provided against such Expenses if made in respect of any claim, issue, or
matter in such Proceeding as to which Indemnitee will have been adjudged to be liable to the Company unless and to the extent
that the Court of Chancery of the State of Delaware will determine that such indemnification may be made.
(c) Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise,
in any Proceeding, he or she will be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding,
the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection with each successfully resolved claim, issue, or matter. For purposes of this Section, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such
claim, issue, or matter.
2. Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the Company
agrees to indemnify and hold Indemnitee harmless against all Expenses, judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she
is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the
Company), including, without limitation, any and all liability arising out of the negligence or active or passive wrongdoing of
Indemnitee. The only limitation that will exist on the Company’s obligations pursuant to this Agreement will be that the
Company will not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject
to the presumptions, in Sections 6 and 7) to be unlawful.
3. Contribution.
(a) Whether
or not the indemnification provided in Sections 1 and 2 is available, in respect of any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such action, suit, or proceeding), the Company will pay, in the first instance,
the entire amount of any judgment or settlement of such action, suit, or proceeding without requiring Indemnitee to contribute
to such payment, and the Company waives and relinquishes any right of contribution it may have against Indemnitee. The Company
will not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined
in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. The
Company will not settle any Proceeding or claim in a manner that would impose any penalty or admission of guilt or liability on
Indemnitee without Indemnitee’s written consent.
(b) Without
diminishing or impairing the obligations of the Company in the preceding subparagraph, if Indemnitee elects or is required to
pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such Proceeding), the Company will contribute to the amount of Expenses, judgments, fines, and amounts
paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received
by the Company and all officers, directors, or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which
such Proceeding arose. To the extent necessary to conform to law, the proportion determined on the basis of relative benefit may
be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company
other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines, or settlement amounts,
as well as any other equitable considerations which the applicable law may require to be considered. The relative fault of the
Company and all officers, directors, or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, will be determined by reference
to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree
to which their liability is primary or secondary, and the degree to which their respective conduct is active or passive.
(c) The
Company agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by the Company’s
officers, directors, or employees, other than Indemnitee, who may be jointly liable with Indemnitee.
(d) To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in
light of all of the circumstances of such Proceeding to reflect: (i) the relative benefits received by the Company and Indemnitee
as a result of the events and transactions giving cause to such Proceeding; and (ii) the relative fault of the Company (and its
directors, officers, employees, and agents) and Indemnitee in connection with such events and transactions.
4. Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which
Indemnitee is not a party, he or she will be indemnified against all Expenses actually and reasonably incurred by him or her or
on his or her behalf in connection therewith.
5. Advancement
of Expenses. Notwithstanding any other provision of this Agreement (other than the final sentence of this Section 5 and Section
9 hereof), the Company will advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason
of Indemnitee’s Corporate Status within 30 days after the receipt by the Company of a statement from Indemnitee requesting
such advance or advances, whether prior to or after final disposition of such Proceeding. Such statement will reasonably evidence
the Expenses incurred by Indemnitee and will include or be preceded or accompanied by a written undertaking by or on behalf of
Indemnitee to repay any Expenses advanced if it is ultimately determined that Indemnitee is not entitled to be indemnified against
such Expenses. Any advances and undertakings to repay pursuant to this Section 5 will be unsecured and interest free. This Section
5 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.
6. Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions will apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:
(a) To
obtain indemnification under this Agreement, Indemnitee will submit to the Company a written request with such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification. The Secretary of the Company will, promptly on receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee
to provide such request to the Company, or to provide such a request in a timely fashion, will not relieve the Company of any
liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests
of the Company.
(b) On
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a), Indemnitee’s entitlement
to indemnification will be determined in the specific case:
(1)
by one of the following four methods, which will be at the election of the Board, unless a Change in Control has occurred:
(i)
by a majority vote of the Disinterested Directors, even though less than a quorum;
(ii)
by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than
a quorum;
(iii)
if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion
to the Board, a copy of which will be delivered to the Indemnitee; or
(iv)
if so directed by the Board, by the stockholders of the Company; or
(2)
if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which will be delivered
to the Indemnitee.
(c) If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b), the Independent
Counsel will be selected as provided in this Section 6(c). The Independent Counsel will be selected by the Board and the Board
will notify the Indemnitee by written notice. Within 10 days after such notice has been given, Indemnitee may deliver the Company
a written objection to such selection. But, that objection may only be asserted on the ground that the Independent Counsel does
not meet the requirements of “Independent Counsel” as defined in Section 13, and the objection will include
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act
as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If no Independent
Counsel has been selected and not objected to within 20 days after submission by Indemnitee of a written request for indemnification
pursuant to Section 6(a), either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other
court of competent jurisdiction for resolution of any objection made by the Indemnitee to the Company’s selection of Independent
Counsel or for the appointment of a person selected by the court or by such other person as the court designates to serve as Independent
Counsel. The person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel
under Section 6(b). The Company will pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent
Counsel in connection with acting pursuant to Section 6(b), and the Company will pay all reasonable fees and expenses incident
to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.
In no event will Indemnitee be liable for fees and expenses incurred by such Independent Counsel.
(d) In
making a determination with respect to entitlement to indemnification under this Agreement, the person or persons or entity making
such determination will presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome
this presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure
of the Company (including by its Board or Independent Counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its Board or Independent Counsel) that Indemnitee has not
met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct.
(e) Indemnitee
will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their
duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise
by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.
In addition, the knowledge and actions, or failure to act, of any director, officer, agent or employee of the Enterprise will
not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the
foregoing provisions of this Section 6(e) are satisfied, it will in any event be presumed that Indemnitee has at all times acted
in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company. Anyone
seeking to overcome this presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence.
(f) If
the person, persons, or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification
has not have made a determination within 60 days after receipt by the Company of the request, the requisite determination of entitlement
to indemnification will be deemed to have been made, and Indemnitee will be entitled to such indemnification absent (i) a misstatement
by Indemnitee of a material fact or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law. Such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons, or
entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to
obtain or evaluate documentation or information relating thereto. The provisions of this Section 6(f) will not apply if the determination
of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) and if (A) within 15 days after receipt
by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit
such determination to the stockholders for their consideration at an annual meeting to be held within 75 days after such receipt,
and such determination is made at that annual meeting, or (B) a special meeting of stockholders is called within 15 days after
such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been
so called and such determination is made at that special meeting.
(g) Indemnitee
will cooperate with the person, persons. or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing such person, persons, or entity on reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any Independent Counsel, member of the Board, or stockholder of the Company will act reasonably
and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.
Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,
persons, or entity making such determination will be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification), and the Company indemnifies and agrees to hold Indemnitee harmless therefrom.
(h) The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption, and uncertainty. In the event that any Proceeding to which Indemnitee is a party
is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such
Proceeding with or without payment of money or other consideration) it will be presumed that Indemnitee has been successful on
the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption will have the burden of proof and the
burden of persuasion by clear and convincing evidence.
(i) The
termination of any Proceeding or of any claim, issue, or matter in any Proceeding, by judgment, order, settlement or conviction,
or on a plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
7. Remedies
of Indemnitee.
(a) In
the event that (i) a determination is made pursuant to Section 6 that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5, (iii) subject to the limitations set forth herein,
no determination of entitlement to indemnification is made pursuant to Section 6(b) within 90 days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 1(c), 4 or the last sentence
of Section 6(g) of this Agreement within 10 days after receipt by the Company of a written request for such payment, or (v) payment
of indemnification is not made pursuant to Sections 1(a), 1(b) and 2 of this Agreement within 10 days after a determination has
been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section
6, Indemnitee will be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent
jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee will commence such proceeding seeking an adjudication
within one year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section
7(a). The Company will not oppose Indemnitee’s right to seek any such adjudication.
(b) In
the event that a determination has been made pursuant to Section 6(b) that Indemnitee is not entitled to indemnification, any
judicial proceeding commenced pursuant to this Section 7 will be conducted in all respects as a de novo trial on the merits, and
Indemnitee will not be prejudiced by reason of the adverse determination under Section 6(b).
(c) If
a determination has been made pursuant to Section 6(b) that Indemnitee is entitled to indemnification, the Company will be bound
by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee
of a material fact or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading
in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) In
the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his or her rights under, or to recover
damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies
maintained by the Company, the Company will pay on his or her behalf, in advance, any and all expenses (of the types described
in the definition of Expenses) actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses, or insurance recovery.
(e) The
Company will be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and
presumptions of this Agreement are not valid, binding, and enforceable, and will stipulate in any such court that the Company
is bound by all the provisions of this Agreement. The Company will indemnify Indemnitee against any and all Expenses and, if requested
by Indemnitee, will (within 10 days after receipt by the Company of a written request therefore) advance, to the extent not prohibited
by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for
indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’
liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled
to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.
(f) Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement will be
required to be made prior to the final disposition of the Proceeding.
8. Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.
(a) The
rights of indemnification as provided by this Agreement will not be deemed exclusive of any other rights to which Indemnitee may
at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders,
a resolution of Board, or otherwise. No amendment, alteration, or repeal of this Agreement or of any provision of this Agreement
will limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee
in his or her Corporate Status prior to such amendment, alteration, or repeal. To the extent that a change in the DGCL, whether
by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation,
Bylaws, and this Agreement, it is the intent of the parties of this Agreement that Indemnitee will enjoy all greater benefits
so afforded by such change. No right or remedy in this Agreement conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy will be cumulative and in addition to every other right and remedy given under this Agreement
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Agreement,
or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.
(b) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents, or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise that serves at the request of the Company, the Company will cause Indemnitee to be covered in accordance with
its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under
such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms of this Agreement, the Company
has director and officer liability insurance in effect, the Company will give prompt notice of the commencement of such Proceeding
to the insurers in accordance with the procedures in the respective policies. The Company will thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.
(c) The
Company acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses,
or insurance provided by other entities or organizations (collectively, the “Secondary Indemnitors”). The Company
agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the
Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee
are secondary), (ii) it will be required to advance the full amount of expenses incurred by Indemnitee and will be liable for
the full amount of all Expenses, judgments, penalties, fines, and amounts paid in settlement to the extent legally permitted and
as required by the terms of this Agreement, the Company’s Certificate of Incorporation or Bylaws (or any other agreement
between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors, and (iii)
it irrevocably waives, relinquishes, and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors
for contribution, subrogation, or any other recovery of any kind in respect thereof. The Company further agrees that no advancement
or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification
from the Company will affect the foregoing and the Secondary Indemnitors will have a right of contribution and be subrogated to
the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and
Indemnitee agree that the Secondary Indemnitors are express third party beneficiaries of the terms of this Section 8(c).
(d) Except
as provided in Section 8(c), in the event of any payment under this Agreement, the Company will be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee (other than against the Secondary Indemnitors), who will execute all
papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.
(e) Except
as provided in Section 8(c), the Company will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
under this Agreement if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement, or otherwise.
(f) Except
as provided in Section 8(c), the Company’s obligation to indemnify or advance Expenses under this Agreement to Indemnitee
who is or was serving at the request of the Company as a director, officer, employee, or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise will be reduced by any amount Indemnitee has actually received
as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise.
9. Exceptions
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company will not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:
(a) for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the
foregoing will not affect the rights of Indemnitee or the Secondary Indemnitors in Section 8(c);
(b) for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act, or similar provisions of state statutory law or common law;
(c) in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part
of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees, or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides
the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law;
(d) with
respect to remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration
was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange
Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and
is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as
indicated in the last paragraph of this Section 9);
(e) a
final judgment or other final adjudication is made that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately
dishonest or constituted willful misconduct (but only to the extent of such specific determination);
(f) for
any reimbursement of the Company by Indemnitee (or any recovery by the Company from Indemnity) of (i) any bonus or other incentive-based
or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required
in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company
pursuant to Section 304 of the Sarbanes-Oxley Act or Section 954 of the Dodd-Frank Act, or the payment to the Company of profits
arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act)), or (ii)
any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee
of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing
Section 10D of the Exchange Act;
(g) on
account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the
Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled; or
(h) to
cover any loss that Indemnitee may sustain as a result of Indemnitee’s agreement to pay debts and obligations to target
businesses or vendors or other entities that are owed money by the Company for services rendered or contracted for or products
sold to the Company, as described in the registration statement on Form S-1 filed with the Securities and Exchange Commission
in connection with the Company’s initial public offering.
For
purposes of this Section 9, a final judgment or other adjudication may be reached in either the underlying proceeding or action
in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under
this Agreement.
Any
provision herein to the contrary notwithstanding, the Company will not be obligated pursuant to the terms of this Agreement to
indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated
under the Securities Act, or in any registration statement filed with the SEC under the Securities Act. Indemnitee acknowledges
that paragraph (h) of Item 512 of Regulation S-K promulgated under the Securities Act currently generally requires the Company
to undertake, in connection with any registration statement filed under the Securities Act, to submit the issue of the enforceability
of Indemnitee’s rights under this Agreement in connection with any liability under the Securities Act on public policy grounds
to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees
that any such undertaking will supersede the provisions of this Agreement and to be bound by any such undertaking.
10. Duration
of Agreement. All agreements and obligations of the Company contained herein will continue during the period Indemnitee is
an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise) and will continue thereafter so long as Indemnitee
will be subject to any Proceeding (or any proceeding commenced under Section 7) by reason of his or her Corporate Status, whether
or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement. This Agreement will be binding on and inure to the benefit of and be enforceable by the
parties of this Agreement and their respective successors (including any direct or indirect successor by purchase, merger, consolidation,
or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors, and personal
and legal representatives.
11. Security.
To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations under this Agreement through an irrevocable bank line of credit, funded trust,
or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written
consent of the Indemnitee.
12. Enforcement.
(a) The
Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it to induce
Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying on this
Agreement in serving as an officer or director of the Company.
(b) Other
than as provided in this Agreement, this Agreement constitutes the entire agreement between the parties with respect to this subject
matter and supersedes all prior agreements and understandings, oral, written and implied, between the parties with respect to
this subject matter.
13. Definitions.
For purposes of this Agreement:
(a) “Beneficial
Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner
will exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger
of the Company with another entity.
(b) “Board”
means the Board of Directors of the Company.
(c) “Change
in Control” means the earliest to occur after the date of this Agreement of any of the following events:
(i) Acquisition
of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities
of the Company representing twenty five percent (25%) or more of the combined voting power of the Company’s then outstanding
securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from
a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;
(ii) Change
in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by
a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of
this definition of Change in Control) whose election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least
a majority of the members of the Board;
(iii) Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such
merger or consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving
entity;
(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and
(v) Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act,
whether or not the Company is then subject to such reporting requirement.
(d) “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is
or was serving at the express written request of the Company.
(e) “Disinterested
Director” means a non-executive director of the Company who is not and was not a party to the Proceeding in respect
of which indemnification is sought by Indemnitee.
(f) “Dodd-Frank
Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
(g)
“Enterprise” means the Company and any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer,
employee, agent or fiduciary.
(h) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(i) “Expenses”
includes all documented and reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all
other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting
to, a request to provide discovery in any Proceeding. Expenses also will include Expenses incurred in connection with any appeal
resulting from any Proceeding and any federal, state, local, or foreign taxes imposed on the Indemnitee as a result of the actual
or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs
relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses will not include amounts paid in
settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(j) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification under
this Agreement. Notwithstanding the foregoing, the term “Independent Counsel” will not include any person who, under
the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the
reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses,
claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
(k) “Person”
for purposes of the definition of Beneficial Owner and Change in Control set forth above, will have the meaning as set forth in
Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person will exclude (i) the Company, (ii) any trustee or
other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
(l) “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be
involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason
of any action taken by him or her or of any inaction on his or her part while acting as an officer or director of the Company,
or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust or other Enterprise; in each case whether or not he or
she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be
provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an
Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under this Agreement.
(m) “Sarbanes-Oxley
Act” will mean the Sarbanes-Oxley Act of 2002, as amended.
(n) “SEC”
will mean the Securities and Exchange Commission.
(o) “Securities
Act” will mean the Securities Act of 1933, as amended.
14. Severability.
The invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights
to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such
provision will be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.
15. Modification
and Waiver. No supplement, modification, termination, amendment or waiver of this Agreement will be binding unless executed
in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement will be deemed or will constitute
a waiver of any other provisions hereof (whether or not similar) nor will such waiver constitute a continuing waiver.
16. Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered under this Agreement. The failure to so notify the Company will not relieve the Company
of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure
or delay materially prejudices the Company.
17. Notices.
All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) 5 days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
will be sent:
(a) To
Indemnitee at the address on the books and records of the Company.
(b) To
the Company at:
Natural
Order Acquisition Corp.
30
Colpitts Road
Weston,
MA 02493
Attention: Chief Executive Officer
or
to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may
be.
18. Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together
will constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act or other applicable law) or other transmission method and in two or more counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument and be deemed to have been duly and validly delivered and
be valid and effective for all purposes.
19. Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and will not be deemed to constitute part of
this Agreement or to affect the construction thereof.
20. Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties will be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company
and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection
with this Agreement will be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent
to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection
with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State
of Delaware, irrevocably [Corporation Service Company] as its agent in the State of Delaware for acceptance of legal process in
connection with any such action or proceeding against such party with the same legal force and validity as if served upon such
party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding
in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought
in the Delaware Court has been brought in an improper or inconvenient forum.
[SIGNATURE
PAGE FOLLOWS]
The
parties have executed this Agreement on and as of the day and year first above written.
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Natural
Order Acquisition Corp.
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By:
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Name:
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Title:
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Indemnitee
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Name:
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Exhibit 14
CODE OF ETHICS
OF
NATURAL ORDER ACQUISITION CORP.
Adopted: __________, 2020
The Board of Directors
(the “Board”) of Natural Order Acquisition Corp. (the “Company”) has adopted this Code of Ethics (this
“Code”) to provide value for our stockholders; and
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To encourage honest and ethical conduct,
including fair dealing and the ethical handling of conflicts of interest;
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To prompt full, fair, accurate, timely
and understandable disclosure;
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To comply with applicable laws and governmental
rules and regulations;
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To prompt internal reporting of violations
of this Code;
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To protect the Company's legitimate business
interests, including corporate opportunities, assets and confidential information; and
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All directors, officers,
employees and independent contractors of the Company are expected to be familiar with this Code and to adhere to the principles
and procedures set forth in this Code. For purposes of this Code, all directors, officers, employees and independent contractors
are referred to collectively as “employees” or “you” throughout this Code.
I. Honest and Ethical Conduct
All directors, officers,
employees and independent contractors owe duties to the Company to act with integrity. Integrity requires, among other things,
being honest and ethical. This includes the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships. Deceit and subordination of principle are inconsistent with integrity.
All directors, officers,
employees and independent contractors have the following duties:
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To conduct business with professional
courtesy and integrity, and act honestly and fairly without prejudice in all commercial dealings;
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To work in a safe, healthy and efficient
manner, using skills, time and experience to the maximum of abilities;
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To comply with applicable Company policies
and job requirements, and adhere to a high standard of business ethics;
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To observe both the form and spirit of
laws, governmental rules, regulations and accounting standards;
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Not to knowingly make any misleading statements
to any person or to be a party to any improper practice in relation to dealings with or by the Company;
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To ensure that Company resources and properties
are used properly;
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To maintain the confidentiality of information
where required or consistent with Company policies; and
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Not to disclose information or documents
relating to the Company or its business, other than as required by law, not to make any unauthorized public comment on Company
affairs and not to misuse any information about the Company or its associates, and not to accept improper or undisclosed material
personal benefits from third parties as a result of any transaction or transactions of the Company.
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II. Conflicts of Interest
A “conflict of
interest” arises when an individual’s personal interest interferes or appears to interfere with the interests of the
Company. A conflict of interest can arise when a director, officer or employee takes actions or has personal interests that may
make it difficult to perform his or her Company work objectively and effectively.
There are a variety
of situations in which a conflict of interest may arise. While it would be impractical to attempt to list all possible situations,
some common types of conflicts may be:
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To serve as a director, employee or contractor for a company that
has a business relationship with, or is a competitor of the Company;
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To have a financial interest in a competitor, supplier or customer
of the Company;
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To receive improper personal benefits from a competitor, supplier
or customer, as a result of any transaction or transactions of the Company;
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To accept financial interest beyond entertainment or nominal gifts
in the ordinary course of business, such as a meal or a coffee mug;
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To present at a conference where the conference sponsor has a real
or potential business relationship with the Company (e.g. vendor, customer, or investor), and, the conference sponsor offers travel
or accommodation arrangements or other benefits materially in excess of the Company’s standard; or
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To use for personal gain, rather than for the benefit of the Company,
an opportunity that is offered to you solely in your capacity as an employee, officer or director of the Company and that is one
that the Company is legally and contractually permitted to undertake and that is otherwise reasonable for the Company to pursue.
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Fidelity or service
to the Company should never be subordinated to or dependent on personal gain or advantage. Conflicts of interest should be avoided.
In most cases, anything
that would constitute a conflict for a director, officer or employee also would present a conflict if it is related to a member
of his or her family.
Interests in other
companies, including potential competitors and suppliers, that are purely for management of the other entity, or where an otherwise
questionable relationship is disclosed to the Board and any necessary action is taken to ensure there will be no effect on the
Company, are not considered conflicts unless otherwise determined by the Board.
Evaluating whether
a conflict of interest exists can be difficult and may involve a number of considerations. Please refer to other policies for further
information. We also encourage you to seek guidance from our Chief Executive Officer or Chief Financial Officer when you have any
questions or doubts.
III. Related-Party Transactions
The Company shall avoid,
wherever possible, all Related-Party Transactions (as defined below) that could result in actual or potential conflicts of interests,
except if in accordance with the approval process and guidelines included below.
“Related-Party
Transactions” are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000
in any calendar year, (2) the Company or any of the Company’s subsidiaries is a participant, and (3) any (a) executive officer,
director or nominee for election as a director, (b) greater than 5% beneficial owner of the Company’s common stock, or (c)
immediate family member, of the persons referred to in clauses (a) and (b) (each, a “Related Party”), has or will have
a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of
another entity).
Approval Process and Guidelines.
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Each director and executive officer shall
identify, any Related-Party Transaction involving a Related Party and inform the Audit Committee of the Board (the “Audit
Committee”) before the Company may engage in the transaction with a Related Party. Each of the Company’s directors
and officers shall complete a directors’ and officers’ questionnaire that elicits information about Related-Party Transactions.
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In the event that the Company proposes
to enter into, or materially amend, a Related-Party Transaction, the Chief Executive Officer or Chief Financial Officer shall present
such Related-Party Transaction to the Audit Committee for review and consideration. The presentation to the Audit Committee shall
include, to the extent reasonably available, a description of (a) all of the parties thereto, (b) the interests, direct or indirect,
of any Related Party in the transaction in sufficient detail so as to enable the Audit Committee to fully assess such interests,
(c) a description of the purpose of the transaction, (d) all of the material facts of the proposed Related-Party Transaction, including
the proposed aggregate value of such transaction, or, in the case of indebtedness, the amount of principal that would be involved,
(e) the benefits to the Company of the proposed Related-Party Transaction, (f) if applicable, the availability of other sources
of comparable products or services, (g) an assessment of whether the proposed Related-Party Transaction is on terms that are comparable
to the terms available to or from, as the case may be, unrelated third parties and (h) the recommendation of the Chief Executive
Officer or Chief Financial Officer with respect to the proposed Related-Party Transaction.
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A Related-Party Transaction shall
require, by the Audit Committee and a majority of the Company’s disinterested and independent directors, who had access at
the Company’s expense to the Company’s attorneys or independent legal counsel, prior approval and a determination that
the terms of such Related-Party Transaction are no less favorable to the Company than those that would be available to the Company
with respect to such a transaction from unaffiliated third parties.
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Any Related-Party Transaction, if not
a Related-Party Transaction when originally consummated, or if not initially identified as a Related-Party Transaction prior to
consummation, shall be submitted to the Audit Committee and a majority of the Company’s disinterested and independent directors
for review and, if applicable, approved in accordance with the review and oversight policies set forth above as soon as reasonably
practicable.
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Notwithstanding the foregoing, the Company
shall not consummate its initial business combination (a “Business Combination”) with an entity that is affiliated
with any of the Company’s officers, directors or other insiders, unless the Company has obtained (i) an opinion from an independent
investment banking or accounting firm as to the fair market value of the target business and that the Business Combination is fair
to the Company’s unaffiliated stockholders from a financial point of view, (ii) the approval of the Audit Committee and (iii)
the approval of a majority of the Company’s disinterested and independent directors.
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In no event will the Company’s insiders
or any of the members of the Company’s management team be paid any finder’s fee, consulting fee or other similar compensation
prior to, or for any services they render in order to effectuate, the consummation of the Company’s initial Business Combination
(regardless of the type of transaction that it is).
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IV. Disclosure
Each director, officer
or employee, to the extent involved in the Company’s disclosure process, including the Chief Executive Officer or Chief Financial
Officer is required to be familiar with the Company’s disclosure controls and procedures applicable to him or her so that
the Company’s public reports and documents comply in all material respects with the applicable securities laws and rules.
In addition, each such person having direct or supervisory authority regarding these securities filings or the Company’s
other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate
within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding
these disclosures with the goal of making full, fair, accurate, timely and understandable disclosures.
Each director, officer
or employee, to the extent involved in the Company’s disclosure process must:
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Familiarize himself or herself with the disclosure requirements applicable
to the Company as well as the business and financial operations of the Company.
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Not knowingly misrepresent, or cause others to misrepresent, facts
about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental
regulators and self-regulatory organizations.
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V. Compliance
It is the Company’s
policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee, officer and
director to adhere to the standards and restrictions imposed by those laws, rules and regulations in the performance of their duties
for the Company, including those relating to accounting and auditing matters and insider trading.
The Board endeavors
to ensure that the directors, officers and employees of the Company act with integrity and observe the highest standards of behavior
and business ethics in relation to their corporate activities.
Specifically, directors,
officers and employees must:
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Act in the best interests of the Company;
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Be responsible and accountable for their
actions; and
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Observe the ethical principles of fairness,
honesty and truthfulness, including disclosure of potential conflicts.
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Generally, it is against
Company policies for any individual to profit from undisclosed information relating to the Company or any other company in violation
of insider trading or other laws. Anyone who is aware of material nonpublic information relating to the Company, our customers,
or other companies may not use the information to purchase or sell securities in violation of securities laws.
If you are uncertain
about the legal rules involving your purchase or sale of any Company securities or any securities in companies that you are familiar
with by virtue of your work for the Company, you should consult with the Chief Executive Officer or Chief Financial Officer before
making any such purchase or sale. Other policies issued by the Company also provide guidance as to certain of the laws, rules and
regulations that apply to the Company's activities.
VI. Reporting and Accountability
The Board has the authority
to interpret this Code in any particular situation. Any director, officer or employee who becomes aware of any violation of this
Code is required to notify the Chief Executive Officer or Chief Financial Officer promptly.
Any questions relating
to how these policies should be interpreted or applied should be addressed to the Chief Executive Officer or Chief Financial Officer.
Any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest, as discussed
in Section II of this Code, should be discussed with the Chief Executive Officer or Chief Financial Officer. A director, officer
or employee who is unsure of whether a situation violates this Code should discuss the situation with the Chief Executive Officer
or Chief Financial Officer to prevent possible misunderstandings and embarrassment at a later date.
Each director, officer
or employee must:
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Notify the Chief Executive Officer or
Chief Financial Officer promptly of any existing or potential violation of this Code; and
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Not retaliate against any other director,
officer or employee for reports of potential violations.
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The Company will follow
the following procedures in investigating and enforcing this Code and in reporting on the Code:
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The Chief Executive Officer or Chief Financial
Officer, as appropriate, will take all appropriate action to investigate any violations reported. In addition, the Chief Executive
Officer or Chief Financial Officer as appropriate, shall report each violation and alleged violation involving a director or an
executive officer to the Chairman of the Board. To the extent he or she deems appropriate, the Chairman of the Board shall participate
in any investigation of a director or executive officer. After the conclusion of an investigation of a director or executive officer,
the conclusions shall be reported to the Board.
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The Board will conduct such additional
investigation as it deems necessary. The Board will determine whether a director or executive officer has violated this Code. Upon
being notified that a violation has occurred, the Chief Executive Officer or Chief Financial Officer as the case may be, will take
such disciplinary or preventive action as deemed appropriate, up to and including dismissal or, in the event of criminal or other
serious violations of law, notification of appropriate law enforcement authorities.
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VII. Corporate Opportunities
Employees, officers
and directors are prohibited from taking (or directing to a third party) a business opportunity that is offered to them solely
in their capacity as an employee, officer or director of the Company and that is one that the Company is legally and contractually
permitted to undertake and that is otherwise reasonable for the Company to pursue, unless the Company has already been offered
the opportunity and turned it down.
Sometimes, the line
between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain
activities. Employees, officers and directors who intend to make use of Company property or services in a manner not solely for
the benefit of the Company should consult beforehand with the Chief Executive Officer or Chief Financial Officer.
VIII. Confidentiality
In carrying out the
Company’s business, employees, independent contractors, officers and directors often learn confidential or proprietary information
about the Company, its customers, suppliers, or joint venture parties. Employees, independent contractors, officers and directors
must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated.
Confidential or proprietary information of our Company, and of other companies, includes any non-public information that would
be harmful to the relevant company or useful or helpful to competitors if disclosed.
IX. Fair Dealing
Our core value of operating
is based on responsiveness, openness, honesty and trust with our members, business partners, employees and stockholders. We do
not seek competitive advantages through illegal or unethical business practices. Each employee, officer and director should endeavor
to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees. No employee, officer
or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any unfair dealing practice.
IX. Protection and Proper Use of Company
Assets
All employees, officers
and directors should protect the Company’s assets and ensure their efficient use. All Company assets should be used only
for legitimate business purposes. Theft, carelessness and waste have a direct impact on our profit.
XI. Waivers and Amendments
From time to time,
the Company may waive provisions of this Code. Any employee or director who believes that a waiver may be called for should discuss
the matter with the Chief Executive Officer or Chief Financial Officer.
Any waiver of the Code
for officers or directors of the Company may be made only by the Board and must be promptly disclosed to stockholders along with
the reasons for such waiver in a manner as required by applicable law or the rules of the applicable stock exchange. Any amendment
or waiver of any provision of this Code must be approved in writing by the Board or, if appropriate, its delegate(s) and promptly
disclosed pursuant to applicable laws and regulations.
Any waiver or modification
of the Code for the Chief Executive Officer or Chief Financial Officer will be promptly disclosed to stockholders if and as required
by applicable law or the rules of the applicable stock exchange.
The Company is committed
to continuously reviewing and updating its policies, and therefore reserves the right to amend this Code at any time, for any reason,
subject to applicable law.
6
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We hereby consent to the use in this Registration
Statement on Form S-1, of our report dated September 11, 2020, relating to the balance sheet of Natural Order Acquisition Corp.
as of August 28, 2020, and the related statements of operations, changes in stockholders’ equity and cash flows for the period
from August 10, 2020 (inception) through August 28, 2020, and to the reference to our Firm under the caption “Experts”
in the Prospectus.
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/s/ WithumSmith+Brown, PC
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New York, New York
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October 13, 2020
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Exhibit 99.1
NATURAL
ORDER ACQUISITION CORP.
CHARTER
OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
Purpose
and Policy
The primary purpose
of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the “Board”)
of Natural Order Acquisition Corp. (the “Company”) in fulfilling the Board’s oversight responsibilities
with respect to the Company’s corporate accounting and financial reporting processes, the systems of internal control over
financial reporting, and audits of financial statements, as well as the quality and integrity of the Company’s financial
statements and reports and the qualifications, independence and performance of the registered public accounting firm or firms engaged
as the Company’s independent outside auditors for the purpose of preparing or issuing an audit report or performing other
audit, review or attest services (the “Auditors”). The Committee shall also provide oversight assistance in connection
with the Company’s legal, risk, regulatory and ethical compliance programs as established by management and the Board. The
operation of the Committee shall be subject to the Bylaws of the Company as in effect from time to time and Section 141 of the
Delaware General Corporation Law.
The policy of the Committee,
in discharging these obligations, shall be to maintain and foster an open avenue of communication among the Committee, the Auditors
and the Company’s financial management.
Composition
The Committee shall
consist of no fewer than three members, absent a temporary vacancy. The Committee shall satisfy the independence and financial
literacy requirements of The Nasdaq Stock Market (“Nasdaq”) and the independence requirements of the Securities and
Exchange Commission (“SEC”) applicable to Committee members as in effect from time to time. At least one member of
the Committee shall qualify as an Audit Committee Financial Expert as defined in Item 407(d)(5)(ii) of Regulation S-K under the
Securities Act of 1933, as amended, and shall satisfy the applicable Nasdaq financial sophistication requirements as in effect
from time to time. The members of the Committee shall be appointed by and serve at the discretion of the Board. Vacancies occurring
on the Committee shall be filled by the Board. The chairperson of the Committee (the “Chair”) shall be designated by
the Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee.
The Chair (or in his or her absence, a member designated by the Chair) shall preside at all meetings of the Committee. The Board
may remove any member from the Committee at any time with or without cause.
Meetings
and Minutes
The Committee shall
meet on at least a quarterly basis. Minutes of each meeting will be kept and all such minutes and actions by unanimous written
consent will be distributed to members of the Committee, members of the Board who are not members of the Committee and the Secretary
of the Company. The Chair of the Committee shall report to the Board from time to time, or whenever so requested by the Board.
Authority
The Committee shall
have authority to appoint, determine compensation for, and at the Company’s expense, retain and oversee the Auditors as set
forth in Section 10A(m)(2) of the Securities Exchange Act of 1934, as amended, and the rules thereunder and otherwise to fulfill
its responsibilities under this charter. The Committee shall have authority to retain and determine compensation for, at the expense
of the Company, special legal, accounting or other advisors or consultants as it deems necessary or appropriate in the performance
of its duties. The Committee shall also have authority to pay, at the expense of the Company, ordinary administrative expenses
that, as determined by the Committee, are necessary or appropriate in carrying out its duties. Each member of the Committee shall
have full access to all books, records, facilities and personnel of the Company as deemed necessary or appropriate by any member
of the Committee to discharge his or her responsibilities hereunder. The Committee shall have authority to require that any of
the Company’s personnel, counsel, accountants (including the Auditors) or investment bankers, or any other consultant or
advisor to the Company attend any meeting of the Committee or meet with any member of the Committee or any of its special outside
legal, accounting or other advisors or consultants. The approval of this charter by the Board shall be construed as a delegation
of authority to the Committee with respect to the responsibilities set forth herein.
Responsibilities
The Committee shall
oversee the Company’s financial reporting process on behalf of the Board, and shall have direct responsibility for the appointment,
compensation, retention and oversight of the work of the Auditors and any other registered public accounting firm engaged for the
purpose of performing other review or attest services for the Company. The Auditors and each such other registered public accounting
firm shall report directly and be accountable to the Committee. The Committee’s functions and procedures should remain flexible
to address most effectively changing circumstances.
To implement the Committee’s
purpose and policy, the Committee shall be charged with the following functions and processes with the understanding, however,
that the Committee may supplement or (except as otherwise required by applicable laws or rules) deviate from these activities as
appropriate under the circumstances:
1. Evaluation
and Retention of Auditors. To evaluate the performance of the Auditors, including the lead partner, to assess their
qualifications (including their internal quality-control procedures and any material issues raised by that firm’s most recent
internal quality-control review or any investigations by regulatory authorities) and to determine whether to retain or to terminate
the engagement of the existing Auditors or to appoint and engage a different independent registered public accounting firm, which
retention shall be subject only to ratification by the Company’s stockholders (if the Committee or the Board elects to submit
such retention for ratification by the stockholders). At least annually, the Committee should obtain and review a report by the
Auditors that describes (1) the firm’s internal quality control procedures, (2) any material issues raised by the most recent
internal quality control review, peer review or Public Company Accounting Oversight Board review or inspection of the firm or by
any other inquiry or investigation by governmental or professional authorities in the past five years regarding one or more audits
carried out by the firm and any steps taken to deal with any such issues, and (3) all relationships between the firm and the Company
or any of its subsidiaries; and to discuss with the independent auditors this report and any relationships or services that may
impact the objectivity and independence of the Auditors. At least annually, the Committee should evaluate the qualifications, performance
and independence of the Auditors, including an evaluation of the lead (or coordinating) audit partner; and to assure and verify
the regular 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.
2. Communication
Prior to Engagement. Prior to engagement of any prospective Auditors, to review a written disclosure by the prospective
Auditors of all relationships between the prospective Auditors, or their affiliates, and the Company, or persons in financial oversight
roles at the Company, that may reasonably be thought to bear on independence, and to discuss with the prospective Auditors the
potential effects of such relationships on the independence of the prospective Auditors, consistent with Ethics and Independence
Rule 3526, Communication with Audit Committees Concerning Independence (“Rule 3526”), of the Public
Company Accounting Oversight Board (United States) (the “PCAOB”).
3. Approval
of Audit Engagements. To determine and approve engagements of the Auditors, prior to commencement of such engagements,
to perform all proposed audit, review and attest services, including the scope of and plans for the audit, the adequacy of staffing,
the compensation to be paid, at the Company’s expense, to the Auditors and the negotiation and execution, on behalf of the
Company, of the Auditors’ engagement letters, which approval may be pursuant to preapproval policies and procedures established
by the Committee consistent with applicable laws and rules, including the delegation of preapproval authority to one or more Committee
members so long as any such preapproval decisions are presented to the full Committee at the next scheduled meeting. The Committee
should review and discuss with the Auditors (1) the Auditors’ responsibilities under generally accepted auditing standards
and the responsibilities of management in the audit process, (2) the overall audit strategy, (3) the scope and timing of the annual
audit, (4) any significant risks identified during the Auditors’ risk assessment procedures and (5) when completed, the results,
including significant findings, of the annual audit.
4. Approval
of Non-Audit Services. To determine and approve engagements of the Auditors, prior to commencement of such engagements
(unless in compliance with exceptions available under applicable laws and rules related to immaterial aggregate amounts of services),
to perform any proposed permissible non-audit services, including the scope of the service and the compensation to be paid therefor,
at the Company’s expense, which approval may be pursuant to preapproval policies and procedures established by the Committee
consistent with applicable laws and rules, including the delegation of preapproval authority to one or more Committee members so
long as any such preapproval decisions are presented to the full Committee at the next scheduled meeting.
5. Auditor
Independence. At least annually, consistent with Rule 3526, to receive and review written disclosures from the Auditors
delineating all relationships between the Auditors, or their affiliates, and the Company, or persons in financial oversight roles
at the Company, that may reasonably be thought to bear on independence and a letter from the Auditors affirming their independence,
to consider and discuss with the Auditors any potential effects of any such relationships on the independence of the Auditors as
well as any compensation or services that could affect the Auditors’ objectivity and independence, and to assess and otherwise
take appropriate action to oversee the independence of the Auditors.
6. Former
Employees of Auditor. To consider and, if deemed appropriate, adopt clear policies regarding hiring of employees or
former employees of the Auditors that participated in any capacity in any Company audit.
7. Audited
Financial Statement Review. To review with management and the Auditors, upon completion of the audit, the financial
statements proposed to be included in the Company’s Registration Statements and Annual Report on Form 10-K to be filed with
the SEC and to recommend to the Board whether or not such financial statements should be so included.
8. Annual
Audit Results. To review and discuss with management and the Auditors, the results of the annual audit, including
the Auditors’ assessment of the quality, not just acceptability, of the Company’s accounting principles and practices,
the Auditors’ views about qualitative aspects of the Company’s significant accounting practices, the reasonableness
of significant judgments and estimates (including material changes in estimates), all known and likely misstatements identified
during the audit (other than those the Auditors believe to be trivial), the adequacy of the disclosures in the financial statements
and any other matters required to be communicated to the Committee by the Auditors under generally accepted auditing standards,
including the standards of the PCAOB, as appropriate.
9. Auditor
Communications. At least annually, to discuss with the Auditors the matters required to be discussed by Auditing Standard
No. 1301, Communications with Audit Committees, as adopted by the PCAOB (including any successor rule adopted by the PCAOB).
10. Quarterly
Results. To review and discuss with management and the Auditors, as appropriate, the results of the
Auditors’ review of the Company’s quarterly financial statements, prior to public disclosure of quarterly
financial information, if practicable, or filing with the SEC of the Company’s Quarterly Report on Form 10-Q, and
any other matters required to be communicated to the Committee by the Auditors under generally accepted auditing standards,
including standards of the PCAOB, as appropriate.
11. Press
Releases. To review and discuss with management and the Auditors, as appropriate, earnings press releases, and press
releases containing information relating to material financial developments and earnings guidance provided to analysts and
ratings agencies, which discussions may be general discussions with respect to the type of information to be disclosed or the
type of presentation to be made. The Chair of the Committee may represent the entire Committee for purposes of such
discussions.
12. Management’s
Discussion and Analysis. To review and discuss with management and the Auditors, as appropriate, the
Company’s disclosures contained under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in its periodic reports to be filed with the SEC.
13. Accounting
Principles and Policies. To review and discuss with management and the Auditors, as appropriate, significant
issues that arise regarding accounting principles and financial statement presentation, including critical accounting
policies and practices, alternative accounting policies available under generally accepted accounting principles
(“GAAP”) related to material items discussed with management, the potential impact on the Company’s
financial statements of off-balance sheet structures and any other significant reporting issues and judgments, significant
regulatory, legal and accounting initiatives or developments that may have a material impact on the Company’s financial
statements, compliance programs and policies if, in the judgment of the Committee, such review is necessary or
appropriate.
14. Risk
Assessment and Management. To review and discuss with management and the Auditors, as appropriate, the Company’s
guidelines and policies with respect to risk assessment and risk management, including the Company’s major financial risk
exposures and the steps taken by management to identify, monitor and control these exposures; and to review and discuss with management
insurance programs, including director and officer insurance, product liability insurance and general liability insurance (but
excluding compensation and benefits-related insurance).
15. Management
Cooperation with Audit. To evaluate the cooperation received by the Auditors during their audit examination, including
a review with the Auditors of any significant difficulties encountered during the audit or any restrictions on the scope of their
activities or access to required records, data and information and, whether or not resolved, significant disagreements with management
and management’s response, if any.
16. Management
Letters. To review and discuss with the Auditors and, if appropriate, management, any management or internal control
letter issued or, to the extent practicable, proposed to be issued by the Auditors and management’s response, if any, to
such letter, as well as any additional material written communications between the Auditors and management.
17. National
Office Communications. To review and discuss with the Auditors, as appropriate, communications between the audit team
and the Auditors’ national office with respect to accounting or auditing issues presented by the engagement.
18. Disagreements
Between Auditors and Management. To review with management and the Auditors, or any other registered public accounting
firm engaged to perform review or attest services, any conflicts or disagreements between management and the Auditors, or such
other accounting firm, whether or not resolved, regarding financial reporting, accounting practices or policies or other matters,
that individually or in the aggregate could be significant to the Company’s financial statements or the Auditors’ report,
and attempt to resolve any conflicts or disagreements regarding financial reporting.
19. Internal
Control Over Financial Reporting and Disclosure Controls. To confer with management and the Auditors, as appropriate,
regarding the scope, adequacy and effectiveness of internal control over financial reporting and disclosure controls and procedures,
including significant deficiencies or material weaknesses identified by the Auditors. To review with management and the Auditors
any fraud, whether or not material, that includes management or other employees who have any significant role in the Company’s
internal control over financial reporting or disclosure controls, and any significant changes in internal controls or disclosure
controls or other factors that could significantly affect them, including any corrective actions in regard to significant deficiencies
or material weaknesses.
20. Separate
Sessions. Periodically, to meet in separate sessions with the Auditors, as appropriate, and management to discuss
any matters that the Committee, the Auditors or management believe should be discussed privately with the Committee.
21. Correspondence
with Regulators. To consider and review with management, the Auditors, outside counsel, as appropriate, and, in the
judgment of the Committee, such special counsel, separate accounting firm or other consultants and advisors as the Committee deems
appropriate, any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding
the Company’s financial statements or accounting policies.
22. Complaint
Procedures. To establish procedures, when and as required by applicable laws and rules, for the receipt, retention
and treatment of complaints received by the Company regarding accounting, internal accounting controls or reports which raise material
issues regarding the Company’s financial statements or accounting policies and the confidential and anonymous submission
by employees of concerns regarding questionable accounting or auditing matters, and to establish such procedures as the Committee
may deem appropriate for the receipt, retention and treatment of complaints received by the Company with respect to any other matters
that may be directed to the Committee for review and assessment.
23. Ethical
Compliance; Compliance with Legal and Regulatory Requirements. To review and discuss with management the results of
management’s efforts to monitor compliance with the Company’s programs and policies designed to ensure adherence to
applicable laws and rules, as well as to its Code of Business Conduct and Ethics, as amended from time to time, and regarding legal
matters and compliance with legal and regulatory requirements that may have a material effect on the Company’s business,
financial statements or compliance policies, including any material reports or inquiries from regulatory or governmental agencies.
24. Related-Party
Transactions. To review, provide oversight of and approve related-party transactions, as required by stock exchange
rules and regulations, including all transactions between the Company and any member of the Company’s management team or
his or her respective affiliates, and any business combination between the Company and any person or entity affiliated with any
member of the Company’s management team or any of the Company’s pre-initial public offering stockholders.
25. Engagement
of Registered Public Accounting Firms. To determine and approve engagements of any registered public accounting firm
(in addition to the Auditors), prior to commencement of such engagements, to perform any other review or attest service, including
the compensation to be paid, at the Company’s expense, to such firm and the negotiation and execution, on behalf of the Company,
of such firm’s engagement letter, which approval may be pursuant to preapproval policies and procedures, including the delegation
of preapproval authority to one or more Committee members, so long as any such preapproval decisions are made and presented to
the full Committee at the next scheduled meeting.
26. Investment
Policy. To review, on a periodic basis, as appropriate, the Company’s investment policy and recommend to the
Board any changes to the investment policy.
27. Investigations. To
investigate any matter brought to the attention of the Committee within the scope of its duties if, in the judgment of the Committee,
such investigation is necessary or appropriate.
28. Proxy
Report. To prepare the report of the Committee required by the rules of the SEC to be included in the Company’s
annual proxy statement.
29. Report
to Board. To report to the Board with respect to material issues that arise regarding the quality or integrity of
the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance
or independence of the Auditors or such other matters as the Committee deems appropriate from time to time or whenever it shall
be called upon to do so.
30. Annual
Committee Evaluation and Charter Review. The Committee shall review, discuss and assess its own performance at least annually.
The Committee shall also review and assess the adequacy of this charter at least annually, and shall recommend any proposed changes
to the Board for its consideration and approval.
31. Reimbursements
of Expenses and Payments. To review and approve all reimbursements of expenses and payments made to any of the Company’s
pre-initial public offering stockholders or the Company’s management team or any of their respective affiliates.
32. General
Authority. To perform such other functions and to have such powers as may be necessary or appropriate in the efficient
and lawful discharge of the foregoing.
It shall be the responsibility
of management to prepare the Company’s financial statements and periodic reports and the responsibility of the Auditors to
audit those financial statements. These functions shall not be the responsibility of the Committee, nor shall it be the Committee’s
responsibility to ensure that the financial statements or periodic reports are complete and accurate, conform to GAAP or otherwise
comply with applicable laws.
33. Internal
Audit Function. Until the internal audit function of the Company is established, to assist with the Board’s
oversight of the design and implementation of an internal audit function; meet periodically with Company personnel primarily responsible
for designing and implementing the internal audit function; review with the Auditors the Company’s plans for implementing
the internal audit function, including management’s plans for internal audit’s budget, staff and responsibilities;
and report regularly to the Board regarding the design and implementation of internal audit. Once the internal audit function is
established, the Committee will monitor that the Company maintains an effective internal audit function and oversee the internal
auditors (or other personnel responsible for the internal audit function), who will report directly to the Committee.
Adopted: ___, 2020
5
Exhibit 99.2
NATURAL ORDER ACQUISITION CORP.
CHARTER OF
NOMINATING COMMITTEE
OF THE BOARD OF
DIRECTORS
Purpose
The Nominating Committee (“Committee”)
is a committee of the Board of Directors (the “Board”) of Natural Order Acquisition Corp. (the “Company”),
established to help ensure that the Board is properly constituted to meet its fiduciary obligations to stockholders and the Company
and that the Company has and follows appropriate corporate governance practices and standards.
Committee Membership
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The Committee shall be comprised of directors,
each of whom meets the independence requirements established by the Board and applicable laws, regulations and listing requirements
of The Nasdaq Stock Market, as in effect from time to time.
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The Committee members shall be appointed
by and serve at the discretion of the Board, acting by majority vote. The Board may remove any member from the Committee at any
time, with or without cause, acting by majority vote.
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The Board may designate one member of
the Committee as its Chairperson and in the absence of any such designation by the Board, the Committee shall designate by majority
vote of the full Committee one member of the Committee as its Chairperson.
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Meetings and Procedures
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The Committee will set its own schedule of meetings and will meet
at least twice per year, with the option of holding additional meetings at such times as it deems necessary or appropriate. The
Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board,
and shall report on its meetings to the Board and any action taken or approved by the Committee.
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The Committee may form subcommittees for any purpose that the Committee
deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. The Committee
shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by
the Committee as a whole.
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Members of the Committee may not receive any compensation from the
Company except the fees that they receive for service as a member of the Board or any committee thereof.
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Authority and Responsibilities
To the extent it deems necessary or appropriate,
the Committee shall perform the following:
Board Composition, Evaluation and Nominating
Activities
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Evaluate the current composition, organization and governance of the
Board and its committees, determine future requirements and make recommendations to the Board for approval.
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Review periodically the policy and procedures for considering stockholder
nominees for election to the Board.
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Recommend for approval by the Board on an annual basis desired qualifications
and characteristics for Board membership and with corresponding attributes.
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Search for, identify, evaluate and recommend for the selection by
the Board, candidates to fill new positions or vacancies on the Board, and review any candidates recommended by stockholders, Committee
members, the Company’s management, investment bankers and others.
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Evaluate the performance of individual members of the Board eligible
for re-election, and recommend for the selection by the Board, the director nominees for election to the Board at the annual meeting
of stockholders.
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Evaluate the independence of directors and director nominees against
the independence requirements of the stock exchange rules and regulations and Security and Exchange Commission (“SEC”)
rules and other applicable requirements.
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Evaluate director compensation, consulting with outside consultants
and/or management, when appropriate, and make recommendations to the Board regarding director compensation.
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Board Committees
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Review periodically the composition of each committee of the Board,
the need for additional committees, or changes in mandate or dissolution of existing committees, and make recommendations to the
Board accordingly.
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Recommend to the Board persons to be members and chairpersons of the
various committees.
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Corporate Governance Generally
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Develop and recommend to the Board a set of corporate governance principles
and practices.
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Review annually the Company’s corporate governance principles
and practices, the Company’s compliance with these principles and practices, and recommend changes, as appropriate.
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Oversee the Company’s communications and relations with stockholders.
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Oversee the evaluation of the Company’s management.
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Oversee, review and report to Board regarding the Company’s
succession planning for the Board, senior management and other key employees.
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Periodically review and reassess the adequacy and scope this Charter
and the Committee’s established processes and procedures and recommend any proposed changes to the Board for approval.
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Oversee the Board’s performance and self-evaluation process,
including conducting surveys of director observations, suggestions and preferences regarding how effectively the Board operates.
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Oversee compliance by the Board and its committees with applicable
laws and regulations, including the stock exchange rules and regulations and SEC rules and regulations.
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Review annually the performance of the Committee.
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Conflicts of Interest
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Review and monitor the Company’s Code of Ethics.
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Consider questions of possible conflicts of interest of members of
the Board and of corporate officers and review actual or potential conflicts of interest involving members of the Board or officers
of the Company, and make determinations accordingly.
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In performing its responsibilities, the
Committee shall have the authority to hire and obtain advice, reports or opinions from internal or external counsel and expert
advisors, including sole authority to retain and terminate search firms to identify director candidates, and to set the terms and
fees for any such search firms, legal counsel and advisors.
Guidelines for Selecting Director Nominees
In selecting director nominees for election
to the Board, the Committee shall consider whether the nominee:
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has demonstrated notable or significant
achievements in business, education or public service;
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possess the requisite intelligence, education
and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds
to its deliberations; and
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has the highest ethical standards, a strong
sense of professionalism and intense dedication to serving the interests of the stockholders.
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The Committee will consider a number of
qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s
candidacy for membership on the Board. The Committee may require certain skills or attributes, such as financial or accounting
experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup
of its members to obtain a broad and diverse mix of Board members. The Committee does not distinguish among nominees recommended
by stockholders and other persons.
Adopted: _____, 2020
3
Exhibit 99.3
NATURAL
ORDER ACQUISITION CORP.
COMPENSATION
COMMITTEE CHARTER
OF THE BOARD OF DIRECTORS
Purpose
of the Committee
The
purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Natural
Order Acquisition Corp. (the “Company”) shall be to oversee and review the Company’s compensation policies,
plans and programs, including its executive, director and other incentive and equity-based compensation plans, and to review and
prepare any disclosures required to be made by the Company in its periodic filings with the Securities and Exchange Commission
(“SEC”) pursuant to the rules and regulations of the SEC. For purposes of this charter, the term “compensation”
shall include salary, long-term incentives, bonuses, performance based cash incentive plans, perquisites, equity incentives, severance
arrangements, change of control related arrangements, retirement benefits, tax gross up provisions and other related benefits
and benefit plans.
This
charter is intended as a tool within which the Board, assisted by its committees, directs the affairs of the Company. While it
should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of
the Company’s charter and bylaws (“Governing Documents”), it is not intended to establish by its own force any
legally binding obligations.
Composition
of the Committee
The
members of the Committee shall be appointed by the Board on the recommendation of the Nominating Committee. The Board may designate
one member of the Committee as its Chairperson and in the absence of any such designation by the Board, the Committee shall designate
by majority vote of the full Committee one member of the Committee as its Chairperson. Vacancies on the Committee shall be filled
by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy or by written consent of
the Board. No member of the Committee shall be removed except by majority vote of the Board. The Board may remove any member (including
the Chairperson) from the Committee at any time with or without cause.
The
Committee shall be comprised of directors, each of whom meets the independence requirements established by the Board and applicable
laws, regulations and listing requirements of The Nasdaq Stock Market (“Nasdaq”), except that the Committee may have
as one of its members a “non-independent director” under exceptional and limited circumstances pursuant to the exemption
under Rule 5605(d)(2)(B) of Nasdaq. At least two of the Committee members shall be “non-employee directors” as defined
by Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Notwithstanding the foregoing,
none of the members of the Committee will be one of the Company’s officers or employees. The members of the Committee and
the Chairperson shall be selected not less frequently than annually by the Board and serve at the pleasure of the Board. Each
member shall also be free of any relationship that, in the judgment of the Board, would interfere with the exercise of his or
her independent judgment.
Meetings
and Procedures of the Committee
The
Committee may fix its own rules of procedure, which shall be consistent with the Governing Documents. The Committee shall meet
at least annually, or more frequently as circumstances require. The Chairperson of the Committee or a majority of the members
of the Committee may also call a special meeting of the Committee. A majority of the members of the Committee present in person
or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting
can hear each other shall constitute a quorum. Any action required or permitted to be taken at any meeting of the Committee may
be taken without a meeting, if all members of the Committee consent thereto in writing, and the writing or writings are filled
with the minutes of proceedings of the Committee.
The
Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are
sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.
The Company’s Chief Executive Officer (“CEO”) shall not attend the portion of any meeting where the CEO’s
performance or compensation are discussed.
The
Compensation Committee shall report to the Board on Committee findings, recommendations and other matters the Committee deems
appropriate or the Board requests. The Committee shall keep written minutes of its meetings, which minutes shall be maintained
with the books and records of the Company.
Delegation
of Authority
The
Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such
power and authority as the Committee deems appropriate; provided, however, that the Committee shall not delegate to a subcommittee
any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.
The
Committee may also delegate to one or more executive officers of the Company the authority to make grants of equity-based compensation
to eligible individuals who are not executive officers. Any executive officer to whom the Committee grants such authority shall
regularly report to the Committee grants so made and the Committee may revoke any delegation of authority at any time.
Committee
Responsibilities
The
primary responsibilities of the Committee shall be to:
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Oversee
and review the Company’s executive compensation plans and policies.
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Ensure
that the Company’s executive compensation programs are designed to enable it to
recruit, retain and motivate a large group of talented and diverse executives.
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Ensure
that the Company’s executive compensation programs are appropriately competitive,
support organization objectives and stockholder interests, and ensure executive compensation
is adequately designed to align the interests of executive officers with the long-term
performance of the Company.
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Review
and report to the Board for its consideration any cash incentive compensation plans,
option plans or other equity based plans that provide for payment in the Company’s
stock or are based on the value of the Company’s stock, subject to any approvals
required by the stockholders of the Company.
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Oversee
all employee benefit plans and programs of the Company, its subsidiaries and divisions,
including the authority to adopt, amend and terminate such plans and programs (unless
approval by the Board or stockholders is required by law).
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Implement
and administer the Company’s compensation equity-based remuneration plans.
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Review
and approve annual corporate goals and objectives relevant to the President and CEO’s
compensation; evaluate the President and CEO’s performance in light of those goals
and objectives; and determine and approve the President and CEO’s compensation
level (if any) based on this evaluation.
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Evaluate
and approve, on an annual basis, the individual elements of total compensation for the
executive officers (within the meaning of Section 16 of the Exchange Act), other than
the President and CEO, and other key executives.
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Review
and approve all special perquisites, special cash payments and other special compensation
and benefit arrangements for the Company’s officers and employees.
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Evaluate
and recommend for Board approval any mandatory stock ownership guidelines.
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Review
and evaluate the compensation paid to directors and make recommendations to the Board
for any adjustments.
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Make
all approvals necessary under Section 16, Section 162(m) and other regulatory provisions.
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If
applicable, review and discuss with management the Compensation Discussion and Analysis
(the “CD&A”) required to be included in the Company’s proxy statement
and annual report on Form 10-K by the rules and regulations of the SEC, and, based on
such review and discussion, determine whether or not to recommend to the Board that the
CD&A be so included.
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The
Committee shall produce the annual Compensation Committee Report for inclusion in the
Company’s proxy statement in compliance with the rules and regulations promulgated
by the SEC.
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Annually
assess and report to the Board on the performance and effectiveness of the Committee.
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Review
this charter on an annual basis, update it as appropriate, and submit it for the approval
of the Board when updated.
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Undertake
such other responsibilities or tasks as the Board may delegate or assign to the Committee
from time to time.
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Investigations
and Studies; Outside Advisers
The
Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities,
and may retain, at the Company’s expense, such legal counsel or other consultants or advisers as it deems necessary and
appropriate, including compensation consultants to advise the Committee with respect to amounts or forms of executive or director
compensation, and may rely on the integrity and advice of any such counsel or other advisers. It is the Committee’s intention
that any compensation consultant engaged to advise the Committee with respect to executive and director compensation will not
engage in work for the Company that is unrelated to executive and director compensation advisory services without prior approval
of the Committee Chairperson.
The
Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant,
legal counsel and other adviser retained by the Committee. The Company shall provide for appropriate funding, as determined by
the compensation committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser
retained by the Committee. The Committee shall have sole authority to approve related fees and retention terms.
The
Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other
than in-house legal counsel, only after taking into consideration all factors relevant to the adviser’s independence from
management, including in the factors required by the Nasdaq listing rules and the SEC, and the following factors:
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the
provision of other services to the Company by the person that employs the compensation
consultant, legal counsel or other adviser;
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the
amount of fees received from the Company by the person that employs the compensation
consultant, legal counsel or other adviser, as a percentage of the total revenue of the
person that employs the compensation consultant, legal counsel or other adviser;
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the
policies and procedures of the person that employs the compensation consultant, legal
counsel or other adviser that are designed to prevent conflicts of interest;
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any
business or personal relationship of the compensation consultant, legal counsel or other
adviser with a member of the Committee;
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any
stock of the Company owned by the compensation consultant, legal counsel or other adviser;
and
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any
business or personal relationship of the compensation consultant, legal counsel other
adviser or the person employing the adviser with a member of senior management.
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Notwithstanding
the foregoing, the Committee is not required to conduct an independence assessment for a compensation adviser that acts in a role
limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K promulgated
by the SEC: (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive
officers or directors of the Company, and that is available generally to all salaried employees; and/or (b) providing information
that either is not customized for the Company or that is customized based on parameters that are not developed by the adviser,
and about which the adviser does not provide advice.
Adopted:
______, 2020
4
Exhibit 99.4
I hereby agree to serve on the Board of
Directors of Natural Order Acquisition Corp. (the “Company”) immediately following the closing of the Company’s
initial public offering (“IPO”).
I hereby agree to be named as a director
nominee of the Company on any filings, including registration statements and amendments thereto, made by the Company to the Securities
and Exchange Commission in connection with the IPO.
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/s/ Max. H. Bazerman
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Max H. Bazerman
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Exhibit 99.5
I hereby agree to serve on the Board of
Directors of Natural Order Acquisition Corp. (the “Company”) immediately following the closing of the Company’s
initial public offering (“IPO”).
I hereby agree to be named as a director
nominee of the Company on any filings, including registration statements and amendments thereto, made by the Company to the Securities
and Exchange Commission in connection with the IPO.
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/s/ Jaspaul Singh
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Jaspaul Singh
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Exhibit
99.6
I
hereby agree to serve on the Board of Directors of Natural Order Acquisition Corp. (the “Company”) immediately following
the closing of the Company’s initial public offering (“IPO”).
I
hereby agree to be named as a director nominee of the Company on any filings, including registration statements and amendments
thereto, made by the Company to the Securities and Exchange Commission in connection with the IPO.